FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Crestview Partners III GP, L.P.		 2. Issuer Name and Ticker or Trading Symbol

U.S. WELL SERVICES HOLDINGS, LLC [ USWS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CRESTVIEW PARTNERS, 590 MADISON AVENUE, 42ND FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2022
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 11/1/2022  M  5734565 (1)A (1)9033967 I See footnote (7)
Class A common stock 11/1/2022  M  6448444 (2)A (2)15482411 I See footnote (7)
Class A common stock 11/1/2022  D  15482411 (3)D (3)0 I See footnote (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Redeemable Convertible Preferred Stock  (1)11/1/2022  M     5734565 (1)  (1) (1)Class A Common Stock 5734565  (1)0 I See footnote (7)
16.0% Convertible Senior Secured PIK Note  (2)11/1/2022  M     6448444 (2)  (2) (2)Class A Common Stock 6448444  (2)0 I See footnote (7)
Warrants (Right to Buy) $241.50 11/1/2022  D     172620   (4) (4)Class A Common Stock 172620  (4)0 I See footnote (7)
Warrants (Right to Buy) $160.86 11/1/2022  D     118519   (5) (5)Class A Common Stock 118519  (5)0 I See footnote (7)
Warrants (Right to Buy) $1.10 11/1/2022  D     6976744   (6) (6)Class A Common Stock 6976744  (6)0 I See footnote (7)
Explanation of Responses:
(1) Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (collectively, the "Crestview Entities") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($6,996,169) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, Profrac Holding Corp and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement").
(2) Reflects the conversion of 16.0% Convertible Senior Secured PIK Note of the Issuer held by the Crestview Entities into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 $47,202,596, and (ii) $7.32 pursuant to the Merger Agreement.
(3) Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by the Crestview Entities into 0.3366 shares of Class A Common Stock of Profrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
(4) Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $717.47 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
(5) Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
(6) Reflects the disposition of warrants of the Issuer held by the Crestview Entities to Profrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
(7) Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:
Exhibit 99--Joint Filer Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Crestview Partners III GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022		XX

Crestview III USWS TE, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022		XX

Crestview III USWS, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022		XX

Klein Adam J
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022		X
Signatures
By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel11/3/2022
**Signature of Reporting PersonDate

By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel11/3/2022
**Signature of Reporting PersonDate

By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel11/3/2022
**Signature of Reporting PersonDate

By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact11/3/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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