Statement of Ownership (sc 13g)
February 04 2019 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
KEANE
GROUP, INC.
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(Name of Issuer)
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COMMON
shares, $0.01 par value
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(Title of Class of Securities)
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48669A108
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(CUSIP Number)
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December
31, 2018
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP
NO.
48669A108
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(1) Names of Reporting Persons.
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Keane Investor Holdings LLC
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power
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51,668,175**
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(6) Shared Voting Power
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0**
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(7) Sole Dispositive Power
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51,668,175**
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(8) Shared Dispositive Power
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0**
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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51,668,175**
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(10) Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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(11) Percent of Class Represented by Amount in Row (9)
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49.6%*
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(12) Type of Reporting Person (See Instructions) HC
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**
Based on the information set forth in the Prospectus Supplement filed by Keane Group, Inc. (the “
Company
”)
with the Securities and Exchange Commission on January 11, 2019, there were 104,188,518 shares of common stock, par value $0.01
per share (the “
Shares
”), of the Company outstanding as of January 11, 2019. Keane Investor Holdings LLC, through
one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities
of the Company beneficially owned by Keane Investor Holdings LLC. As a result, as of January 11, 2019, Keane Investor Holdings
LLC is deemed to beneficially own 51,668,175 Shares, or 49.6% of the Shares deemed issued and outstanding pursuant to Rule 13d-3.
Item 1(a). Name Of Issuer
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Keane Group, Inc.
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Item 1(b). Address of Issuer’s Principal Executive Offices
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2121 Sage Road, Suite
370
Houston, TX 77056
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Item 2(a). Name of Person Filing
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Keane
Investor Holdings LLC
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Item 2(b). Address of Principal Business Office or, if None, Residence
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c/o Cerberus Capital Management, L.P.
875 Third Avenue
New York, New York 10022
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Item 2(c). Citizenship
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Keane Investor Holdings LLC is a limited liability company organized under the laws of the State of Delaware.
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Item 2(d). Title of Class of Securities
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Common Shares, $0.01 par value per share.
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Item 2(e). CUSIP No.
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48669A108
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Item 3. If This Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not Applicable.
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Item 4. Ownership:
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As reported in the cover pages to this report, the ownership information
with respect to GCM is as follows:
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(a) Amount Beneficially Owned:
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51,668,175**
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(b) Percent of Class:
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49.6%**
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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51,668,175**
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(ii) Shared power to vote or to direct the vote:
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0**
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(iii) Sole power to dispose or to direct the disposition of:
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51,668,175**
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(iv) Shared power to dispose or to direct the disposition of:
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0**
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** Based on the information set forth in the Prospectus Supplement filed by Keane Group, Inc. (the “
Company
”)
with the Securities and Exchange Commission on January 11, 2019, there were 104,188,518 shares of common stock, par value $0.01
per share (the “
Shares
”), of the Company outstanding as of January 11, 2019. Keane Investor Holdings LLC, through
one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities
of the Company beneficially owned by Keane Investor Holdings LLC. As a result, as of January 11, 2019, Keane Investor Holdings
LLC is deemed to beneficially own 51,668,175 Shares, or 49.6% of the Shares deemed issued and outstanding pursuant to Rule 13d-3.
Item 5. Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
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Item 8. Identification and Classification of Members of the Group
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Not Applicable.
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Item 9. Notice of Dissolution of Group
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Not Applicable.
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Item 10. Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 4, 2019
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/s/
Scott Wille
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Scott Wille
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Authorized Person of Keane Investor Holdings LLC
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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