| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/29/2026 |
3. Issuer Name and Ticker or Trading Symbol
KLX Energy Services Holdings, Inc. [ KLXE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,167,293 | I | See footnotes(1)(2)(3) |
| Common Stock | 8,358,619 | I | See footnotes(1)(2)(3) |
| Common Stock | 3,342,158 | I | See footnotes(1)(2)(3) |
| Common Stock | 4,338,259 | I | See footnotes(1)(2)(3) |
| Common Stock | 3,288,775 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to investment management agreements, Cross Ocean Partners Management LP ("Cross Ocean Management") has received delegated authority relating to five managed funds, which directly beneficially own, in the aggregate, 22,495,104 shares of common stock of the Issuer. Each line of this column 4 represents the direct ownership of a different one of these five managed funds, as required by the rules of the Securities and Exchange Commission. |
| 2. Cross Ocean Partners Management GP LLC ("Cross Ocean Management GP") is the sole general partner of Cross Ocean Management. GG Managers LLC ("GG Managers") is the sole member of Cross Ocean Management GP. Graham C. Goldsmith is the sole member of GG Managers. As a result, each of Cross Ocean Management, Cross Ocean Management GP, GG Managers, and Mr. Goldsmith (collectively, the "Reporting Persons") may be deemed to indirectly beneficially own the 22,495,104 shares directly beneficially owned by the funds managed by Cross Ocean Management. |
| 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| /s/ Matthew Rymer, as Chief Operating Officer, General Counsel & Chief Compliance Officer of Cross Ocean Partners Management LP | 10/09/2026 | |
| /s/ Graham C. Goldsmith, as Member of Cross Ocean Partners Management GP LLC | 10/09/2026 | |
| /s/ Graham C. Goldsmith, as Member of GG Managers LLC | 10/09/2026 | |
| /s/ Graham C. Goldsmith | 10/09/2026 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||