UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (Date of earliest event reported): February 1011, 2014

U.S. WELL SERVICES, LLC
(Exact name of registrant as specified in its charter)


Delaware		333-184491	90-0794304
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

		770 South Post Oak Lane, Suite 405, Houston, Texas 77056
	(Address of principal executive offices and Zip Code)

		(832) 562-3730
	(Registrant’s telephone number, including area code )

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 15.~~01Entry~~02Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~First~~Entry ~~Amendment~~into toSeries ~~the~~D ~~Amended~~Unit ~~and Restated Limited Liability Company Agreement~~Agreements

On February 1011, 2014, U.S. Well Services, LLC (the “Company”) executed ~~adopted~~ a ~~First~~Series ~~Amendment~~D toUnit ~~the Amended and Restated Limited Liability Company~~ Agreement ofwith ~~the~~Jeffrey ~~Company~~McPherson, (the ~~“First Amendment to~~ Company’s ~~Agreement”),~~Vice ~~which~~President ~~was~~of ~~approved~~Operations ~~by ORB Investments, LLC~~ (the “~~Sponsor”)~~McPherson ~~and~~Series ~~made~~D ~~effective~~Unit ~~as of October 18, 2013 (the “Effective Date~~Agreement”). ~~Pursuant to the First Amendment to Company Agreement a new series of membership interest units were issued and created designated as “Series E Units.”~~The ~~Company,~~McPherson ~~the Sponsor and ORB Investments No. 2, LLC (“ORB 2” and together with the Sponsor, the “~~Series ED ~~Investors”)~~Unit ~~previously entered into a subscription agreement (the “Subscription~~ Agreement”) ~~pursuant~~was tomade ~~which~~effective ~~the~~as ~~Series E Investors agreed to contribute $14 million to the Company in exchange for Series E Units~~ of ~~the~~September ~~Company (the “Series E Issuance”). The Series E Investors contributed the $14 million in cash on October 13~~30, ~~2013~~2012 (the “Series ED ~~Cash~~Unit ~~Contribution~~Effective Date”).

Pursuant to the ~~terms~~McPherson ofSeries ~~the~~D ~~First~~Unit ~~Amendment~~Agreement, tothe Company ~~Agreement,~~issued ~~663~~12,~~195~~443 Series ED-1 Units ~~were~~to ~~issued~~Mr. toMcPherson on the Series ED ~~Investors~~Unit inEffective ~~exchange~~Date. ~~for~~The ~~the~~ Series ED-1 ~~Cash~~Units ~~Contribution. Distributions~~constitute ~~are~~“capital ~~made~~interests” ~~100%~~within to the ~~holders~~meaning of ~~the~~Revenue ~~Series~~Procedures E93-27 ~~Units~~and ~~until~~2001-43 ~~satisfaction~~(or corresponding requirements of any subsequent guidance promulgated by the ~~“Series~~United EStates ~~Preference~~Internal ~~Amount”~~Revenue (iService or other applicable law), ~~only~~and ~~after~~are ~~full~~entitled ~~redemption~~to ofanti-dilution ~~the~~protection. The Series AD-1 Units ~~and~~granted ~~(ii)~~to ~~before~~Mr. ~~any~~McPherson ~~distributions~~represent ~~may~~the beright ~~made~~to receive one-half of one percent (0.5%) of all distributions on the Company’s Series B Units, Series C ~~or D~~ Units~~. Once~~ ~~the~~and “Series ED ~~Preference~~Units. ~~Amount”~~Of ~~for~~the ~~all~~ Series ED-1 Units isgranted ~~reduced~~ to ~~zero~~Mr. McPherson, ~~distributions~~one ~~are~~hundred ~~made~~percent on(100%) ~~the~~will ~~Series~~vest B,upon C,the Doccurrence ~~and~~of Ea ~~Units~~liquidation inevent ~~accordance~~or ~~with~~an ~~their~~exit ~~percentage~~event. ~~interests~~If ~~in the Company~~Mr. ~~The~~ ~~“Series~~McPherson’s Eemployment ~~Preference~~with ~~Amount”~~us is ~~the~~terminated ~~amount~~for ~~that~~any isreason, ~~distributable~~then Mr. McPherson will forfeit to the ~~holder~~Company all of ~~each~~his unvested Series ED-1 ~~Unit~~Units toon ~~provide~~the date of such ~~holder~~termination. If ~~with~~Mr. aMcPherson ~~return~~breaches ofthe ~~its~~non-competition ~~initial~~and ~~capital~~non-solicitation ~~contribution,~~covenants ~~less~~in ~~$0.01~~the ~~per~~McPherson ~~unit,~~Series ~~plus~~D ~~13.00%~~Unit ~~per~~Agreement, ~~unit~~then ~~compounded~~he ~~semi-annually~~will onforfeit to the ~~initial~~Company ~~capital~~all ~~contribution,~~of ~~less~~his ~~$0.01~~vested ~~per~~Series ~~unit~~D-1 Units.

~~The~~On ~~foregoing~~February ~~description~~13, of2014, the ~~First~~Company ~~Amendment~~also toentered into a Series D Unit Agreement with Edward S. Self III, the Company’s Vice President of Business Development (the “Self Series D Unit Agreement”). The isSelf ~~qualified~~Series inD ~~its~~Unit ~~entirety~~Agreement bywas ~~reference~~made toeffective as of the ~~First~~Series ~~Amendment~~D Unit Effective Date. Pursuant to ~~Company~~the Self Series D Unit Agreement, athe ~~copy~~Company ofissued ~~which~~12,443 isSeries ~~attached~~D-1 ~~hereto~~Units asto ~~Exhibit~~Mr. 3Self on the Series D Unit Effective Date.1 ~~and~~The ~~incorporated~~terms byof ~~reference~~the ~~herein~~Self Series D Unit Agreement are identical to those of the McPherson Series D Unit Agreement.

~~Item~~The ~~3.02Unregistered~~foregoing ~~Sales~~descriptions of ~~Equity~~the ~~Securities~~McPherson Series D Unit Agreement and the Self Series D Unit Agreement are qualified in their entirety by reference to the McPherson Series D Unit Agreement and the Self Series D Unit Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated by reference herein.

OnItem ~~the Effective Date, the Company issued the Series E Units pursuant to the First Amendment to Company Agreement, with such issuance effective as of the date of the Series E Cash Contribution~~9.1 Financial ~~The~~Statements ~~Series~~and ~~E Issuance resulted in aggregate gross proceeds to the Company of approximately $14 million~~Exhibits.

~~The~~10.1Series ~~sale~~D ofUnit ~~securities~~Agreement, inexecuted ~~the~~and ~~Series~~agreed ~~E Issuance was deemed~~ to beas ~~exempt~~of ~~from~~February ~~registration~~11, ~~under~~2014, ~~the~~but ~~Securities~~made ~~Act~~effective ~~of 1933,~~ as ~~amended (the “Securities Act”) in reliance upon Section 4(2)~~ of ~~the~~September ~~Securities~~30, ~~Act~~2012, asby aand ~~transactions~~between byU.S. anWell ~~issuer~~Services, ~~not~~LLC ~~involving~~and aJeffrey ~~public offering~~McPherson.

~~Item~~10.2Series 9D Unit Agreement, executed and agreed to as of February 13, 2014, but made effective as of September 30, 2012, by and between U.~~01 Financial~~S. ~~Statements~~Well Services, LLC and ~~Exhibits~~Edward S. Self III.

3.1First Amendment to Amended and Restated Limited Liability Company Agreement of U.S. Well Services, LLC dated February 10, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

9
			U.S. WELL SERVICES, LLC
Date:	February 1013, 2014	By:	/s/ Brian Stewart
			Brian Stewart
			President and Chief Executive Officer

Exhibit Index

310.~~1First~~1Series ~~Amendment~~D toUnit ~~Amended~~Agreement, executed and ~~Restated~~agreed ~~Limited~~to ~~Liability~~as ~~Company~~of ~~Agreement~~February 11, 2014, but made effective as of September 30, 2012, by and between U.S. Well Services, LLC ~~dated~~and ~~February~~Jeffrey ~~10, 2014~~McPherson.

10.2Series D Unit Agreement, executed and agreed to as of February 13, 2014, but made effective as of September 30, 2012, by and between U.S. Well Services, LLC and Edward S. Self III.

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