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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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KLX Energy Services Holdings, Inc. (Name of Issuer) |
Common Stock, $0.01 Par Value (Title of Class of Securities) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Cross Ocean GSS Onshore Feeder LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
436,349.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Cross Ocean Partners Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Cross Ocean Partners Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
GG Managers LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Graham C. Goldsmith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
KLX Energy Services Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
3040 Post Oak Boulevard, 15th Floor, Houston, Texas 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
Cross Ocean GSS Onshore Feeder LP ("Cross Ocean GSS Onshore")
Cross Ocean Partners Management LP ("Cross Ocean Management")
Cross Ocean Partners Management GP, LLC ("Cross Ocean Management GP")
GG Managers LLC ("GG Managers")
Graham C. Goldsmith
Each of such persons is referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13G is being filed pursuant to a Joint Filing Agreement, attached hereto as Exhibit 1. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Cross Ocean GSS Onshore, Cross Ocean Management, Cross Ocean Management GP, GG Managers, and Mr. Goldsmith is c/o Cross Ocean Partners Management LP, 60 Arch Street, 3rd Floor, Greenwich, CT 06830. | |
| (c) | Citizenship:
Cross Ocean GSS Onshore is a Delaware limited partnership.
Cross Ocean Management is a Delaware limited partnership.
Cross Ocean Management GP is a Delaware limited liability company.
GG Managers is a Delaware limited liability company.
Mr. Goldsmith is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.01 Par Value | |
| (e) | CUSIP No.:
48253L205 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date requiring this Schedule 13G, March 6, 2026, the Reporting Persons beneficially own 1,174,325 Shares, including warrants to purchase up to 305,438 Shares at an exercise price of $0.01, which are currently exercisable at the holder's option ("Warrants") (except Cross Ocean GSS Onshore, which beneficially owns only 436,349 Shares (including 113,493 Warrants) of the aforementioned 1,174,325 Shares, as discussed below).
Pursuant to investment management agreements, Cross Ocean Management has received delegated authority relating to certain managed funds that directly beneficially own, in the aggregate, 1,174,325 Shares (including 305,438 Warrants). Cross Ocean Management GP is the sole general partner of Cross Ocean Management. GG Managers is the sole member of Cross Ocean Management GP. Graham Goldsmith is the sole member of Cross Ocean GG Members. As a result, each of Cross Ocean Management, Cross Ocean Management GP, GG Managers, and Mr. Goldsmith may be deemed to indirectly beneficially own the 1,174,325 Shares (including 305,438 Warrants) directly beneficially owned by the funds managed by Cross Ocean Management. Cross Ocean GSS Onshore is a feeder fund for one of the funds managed by Cross Ocean Management directly beneficially owning 436,349 Shares (including 113,493 Warrants) of the aforementioned 1,174,325 Shares. Although Cross Ocean GSS Onshore beneficially owns less than five percent of the Issuer's outstanding Shares, it is named and included as a Reporting Person in this Schedule 13G solely for the administrative convenience of use of its Securities and Exchange Commission ("SEC") filing codes, allowing a timely filing by the other Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the Shares that they report as owning in this Schedule 13G. | |
| (b) | Percent of class:
See the response to row 11 of the attached cover page of each Reporting Person (based on 19,529,046 Shares issued and outstanding as of February 27, 2026, as reported in the annual report on Form 10-K of the Issuer filed with the SEC on March 12, 2026). | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the response to row 5 of the attached cover page of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the attached cover page of each Reporting Person, as well as the response to Item 4(a) above. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the attached cover page of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the attached cover page of each Reporting Person, as well as the response to Item 4(a) above. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |