sc13gza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Complete Production Services, Inc.
 
(Name of the Issuer)
Common Stock, par value $.01 per share
 
(Title of Class of Securities)
20453E-10-9
 
(CUSIP Number)
February 12, 2008
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o       Rule 13d-1(b)
o       Rule 13d-1(c)
þ       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 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.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SCF-IV, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,946,231
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    16,946,231
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,946,231
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  23.2%
     
12   TYPE OF REPORTING PERSON
   
  PN

2


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SCF-IV, G.P., LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,946,231
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    16,946,231
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,946,231
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  23.2%
     
12   TYPE OF REPORTING PERSON
   
  PN

3


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SCF-VI, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   681,432
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    681,432
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  681,432
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.9%
     
12   TYPE OF REPORTING PERSON
   
  PN

4


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SCF-VI, G.P., Limited Partnership
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   681,432
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    681,432
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  681,432
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.9%
     
12   TYPE OF REPORTING PERSON
   
  PN

5


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

L.E. Simmons & Associates, Incorporated
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,700,563
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    17,700,563
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,700,563
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  24.2%
     
12   TYPE OF REPORTING PERSON
   
  CO

6


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

L.E. Simmons
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,390,530
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   18,864,762
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,390,530
       
WITH 8   SHARED DISPOSITIVE POWER
     
    18,864,762
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  20,255,292
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  27.7%
     
12   TYPE OF REPORTING PERSON
   
  IN

7


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

LESFP, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,043,545
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,043,545
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,043,545
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.4%
     
12   TYPE OF REPORTING PERSON
   
  PN

8


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

LESGP, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,043,545
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,043,545
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,043,545
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.4%
     
12   TYPE OF REPORTING PERSON
   
  OO

9


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

David C. Baldwin
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   734,930
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   734,930
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  734,930
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.0%
     
12   TYPE OF REPORTING PERSON
   
  IN

10


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Anthony F. DeLuca
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   478,220
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   478,220
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  478,220
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.7%
     
12   TYPE OF REPORTING PERSON
   
  IN

11


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Andrew L. Waite
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   783,866
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   783,866
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  783,866
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  1.1%
     
12   TYPE OF REPORTING PERSON
   
  IN

12


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     JWG Management, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Alberta, Canada
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   348,555
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    348,555
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  348,555
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.5%
     
12   TYPE OF REPORTING PERSON
   
  CO

13


 

                     
CUSIP No.
 
20453E-10-9 
 

 

           
1   NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     John H.W. Geddes
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  5   SOLE VOTING POWER
     
NUMBER OF   5,740
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   348,555
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,740
       
WITH 8   SHARED DISPOSITIVE POWER
     
    348,555
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  354,295
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.5%
     
12   TYPE OF REPORTING PERSON
   
  IN

14


 

Item 1.
         
(a)
  Name of Issuer: Complete Production Services, Inc.    
 
       
(b)
  Address of Issuer’s Principal Executive Offices:   11700 Old Katy Road, Suite 300
Houston, Texas 77079
Item 2.
(a) This Schedule is filed by: (i) L.E. Simmons, with respect to the shares of Common Stock directly owned by him, SCF-IV, L.P., SCF-VI, L.P., LESFP, Ltd. and L.E. Simmons & Associates, Incorporated; (ii) L.E. Simmons & Associates, Incorporated, with respect to the shares of Common Stock directly owned by it, SCF-IV, L.P. and SCF-VI, L.P.; (iii) SCF-IV, L.P., with respect to the shares of Common Stock directly owned by it; (iv) SCF-IV, G.P., LLC, with respect to the shares of Common Stock directly owned by SCF-IV, L.P.; (v) SCF-VI, L.P., with respect to the shares of Common Stock directly owned by it; (vi) SCF-VI, G.P., Limited Partnership, with respect to the shares of Common Stock directly owned by SCF-VI, L.P.; (vii) LESFP, Ltd., with respect to the shares of Common Stock directly owned by it; (viii) LESGP, LLC, with respect to the shares of Common Stock directly owned by LESFP, Ltd.; (ix) David C. Baldwin with respect to the shares of Common Stock directly owned by him; (x) Anthony F. DeLuca with respect to the shares of Common Stock directly owned by him; (xi) Andrew L. Waite with respect to the shares of Common Stock directly owned by him; (xii) John H.W. Geddes with respect to the shares of Common Stock directly owned by him and JWG Management, Ltd.; and (xiii) JWG Management, Ltd. with respect to the shares of Common Stock directly owned by it.
(b) The address of the principal business office of the parties referred to in paragraph (a) of this Item 2 is 600 Travis, Suite 6600, Houston, Texas 77002.
(c) L.E. Simmons, David C. Baldwin, Anthony F. DeLuca and Andrew Waite are United States citizens. John H.W. Geddes is a Canadian citizen. L.E. Simmons & Associates, Incorporated is a corporation organized under the laws of the State of Delaware. SCF-IV, L.P., SCF-VI, L.P., and SCF-VI, G.P., Limited Partnership are limited partnerships organized under the laws of the State of Delaware. SCF-IV, G.P., LLC is a limited liability company organized under the laws of the State of Delaware. LESFP, Ltd. is a limited partnership organized under the laws of the State of Texas. LESGP, LLC is a limited liability company organized under the laws of the State of Texas. JWG Management, Ltd. is a corporation organized under the laws of the province of Alberta, Canada.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 20453E-10-9
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)   o Broker or dealer registered under Section 15 of the Act.
 
  (b)   o Bank as defined in section 3(a)(6) of the Act.
 
  (c)   o Insurance company as defined in section 3(a)(19) of the Act.
 
  (d)   o Investment company registered under section 8 of the Investment Company Act of 1940.
 
  (e)   o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f)   o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g)   o A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G).
 
  (h)   o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
  (i)   o 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.
 
  (j)   o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership

15


 

A.   SCF-IV, L.P.
  (a)   Amount Beneficially Owned: 16,946,231
 
  (b)   Percent of Class: 23.2%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 16,946,231
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 16,946,231
B.   SCF-IV, G.P., LLC2
  (a)   Amount Beneficially Owned: 16,946,231
 
  (b)   Percent of Class: 23.2%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 16,946,231
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 16,946,231
C.   SCF-VI, L.P.
  (a)   Amount Beneficially Owned: 681,432
 
  (b)   Percent of Class: 0.9%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 681,432
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 681,432
D.   SCF-VI, G.P., Limited Partnership3
  (a)   Amount Beneficially Owned: 681,432
 
  (b)   Percent of Class: 0.9%1
 
  (c)   Number of shares as to which the person has:

16


 

  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 681,432
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 681,432
E.   L.E. Simmons & Associates, Incorporated4
  (a)   Amount Beneficially Owned: 17,700,563
 
  (b)   Percent of Class: 24.2%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 17,700,563
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 17,700,563
F.   L.E. Simmons5
  (a)   Amount Beneficially Owned: 20,255,292
 
  (b)   Percent of Class: 27.7%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 1,390,530
 
  (ii)   shared power to vote or to direct the vote: 18,864,762
 
  (iii)   sole power to dispose or to direct the disposition of: 1,390,530
 
  (iv)   shared power to dispose or to direct the disposition of: 18,864,762
G.   LESFP, Ltd.6
  (a)   Amount Beneficially Owned: 1,043,545
 
  (b)   Percent of Class: 1.4%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 1,043,545
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 1,043,545

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H.   LESGP, LLC7
  (a)   Amount Beneficially Owned: 1,043,545
 
  (b)   Percent of Class: 1.4%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 1,043,545
 
  (ii)   shared power to vote or to direct the vote: 0
 
  (iii)   sole power to dispose or to direct the disposition of: 1,043,545
 
  (iv)   shared power to dispose or to direct the disposition of: 0
I.   David C. Baldwin8
  (a)   Amount Beneficially Owned: 734,930
 
  (b)   Percent of Class: 1.0%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 734,930
 
  (ii)   shared power to vote or to direct the vote: 0
 
  (iii)   sole power to dispose or to direct the disposition of: 734,930
 
  (iv)   shared power to dispose or to direct the disposition of: 0
J.   Anthony F. DeLuca9
  (a)   Amount Beneficially Owned: 478,220
 
  (b)   Percent of Class: 0.7%1
 
  (c)   Number of shares as to which the person has:
  (i)    sole power to vote or to direct the vote: 478,220
 
  (ii)   shared power to vote or to direct the vote: 0
 
  (iii)   sole power to dispose or to direct the disposition of: 478,220
 
  (iv)   shared power to dispose or to direct the disposition of: 0
K.   Andrew L. Waite10
  (a)   Amount Beneficially Owned: 783,866
 
  (b)   Percent of Class: 1.1%1
 
  (c)   Number of shares as to which the person has:

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  (i)   sole power to vote or to direct the vote: 783,866
 
  (ii)   shared power to vote or to direct the vote: 0
 
  (iii)   sole power to dispose or to direct the disposition of: 783,866
 
  (iv)   shared power to dispose or to direct the disposition of: 0
L.   JWG Management, Ltd.11
  (a)   Amount Beneficially Owned: 348,555
 
  (b)   Percent of Class: 0.5%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 348,555
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 348,555
M.   John H.W. Geddes12
  (a)   Amount Beneficially Owned: 354,295
 
  (b)   Percent of Class: 0.5%1
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 5,740
 
  (ii)   shared power to vote or to direct the vote: 348,555
 
  (iii)   sole power to dispose or to direct the disposition of: 5,740
 
  (iv)   shared power to dispose or to direct the disposition of: 348,555
 
1.   For purposes of calculating the percentage ownership of the class of Common Stock, the number of shares outstanding of the Issuer’s Common Stock is 73,000,074 as of November 1, 2007.
 
2.   Includes 16,946,231 shares of Common Stock owned directly by SCF-IV, L.P. SCF-IV, G.P., LLC is the sole member of SCF-IV, L.P. and has the power to direct the affairs of SCF-IV, L.P., including decisions respecting the voting and disposition of the shares of Common Stock of Complete Production Services, Inc. held by SCF-IV, L.P.
 
3.   Includes 681,432 shares of Common Stock owned directly by SCF-VI, L.P. SCF-VI, G.P., Limited Partnership is the general partner of SCF-VI, L.P. and has the power to direct the affairs of SCF-VI, L.P., including decisions respecting the voting and disposition of the shares of Common Stock of Complete Production Services, Inc. held by SCF-VI, L.P.
 
4.   Includes 16,946,231 shares of Common Stock owned directly by SCF-IV, L.P., 681,432 shares of Common Stock owned directly by SCF-VI, L.P. and 72,900 shares of Common Stock owned directly by L.E. Simmons & Associates, Incorporated (of which 62,050 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-

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    IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership). L.E. Simmons & Associates, Incorporated, the sole member and general partner, respectively, of SCF-IV, G.P., LLC and SCF-VI, G.P., Limited Partnership, has the power to direct the affairs of such entities, including decisions respecting the voting and disposition of the shares of Common Stock of Complete Production Services, Inc. held by SCF-IV, L.P. and SCF-VI, L.P. 62,050 of the 72,900 shares of Common Stock owned directly by L.E. Simmons & Associates, Incorporated are subject to an understanding pursuant to which L.E. Simmons & Associates, Incorporated has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
5.   Includes 16,946,231 shares of Common Stock owned directly by SCF-IV, L.P., 681,432 shares of Common Stock owned directly by SCF-VI, L.P., 1,043,545 shares of Common Stock owned directly by LESFP, Ltd. (of which 890,105 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership), 72,900 shares of Common Stock owned directly by L.E. Simmons & Associates, Incorporated (of which 62,050 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership) and 1,390,530 shares of Common Stock owned directly by L.E. Simmons (of which 1,190,813 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership). L.E. Simmons is the President and sole stockholder of L.E. Simmons & Associates, Incorporated and in that capacity may be deemed to beneficially own all of the securities of Complete Production Services, Inc. beneficially owned by L.E. Simmons & Associates, Incorporated. L.E. Simmons is the President and sole member of LESGP, LLC and in that capacity may be deemed to beneficially own all of the securities of Complete Production Services, Inc. beneficially owned by LESGP, LLC. 62,050 of the 72,900 shares of Common Stock owned directly by L.E. Simmons & Associates, Incorporated, 890,105 of the 1,043,545 shares of Common Stock owned directly by LESFP, Ltd. and 1,190,813 of the 1,390,530 shares of Common Stock owned directly by L.E. Simmons are subject to an understanding pursuant to which L.E. Simmons & Associates, Incorporated, LESFP, Ltd., and L.E. Simmons have agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
6.   Includes 1,043,545 shares of Common Stock owned directly by LESFP, Ltd., of which 890,105 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. 890,105 of the 1,043,545 shares of Common Stock owned directly by LESFP, Ltd. are subject to an understanding pursuant to which LESFP, Ltd. has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
7.   Includes 1,043,545 shares of Common Stock owned directly by LESFP, Ltd., of which 890,105 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. LESGP, LLC is the general partner of LESFP, Ltd. and has the power to direct the affairs of LESFP, Ltd., including decisions respecting the voting and disposition of the shares of Common Stock of Complete Production Services, Inc. held by LESFP, Ltd. 890,105 of the 1,043,545 shares of Common Stock owned directly by LESFP, Ltd. are subject to an understanding pursuant to which LESFP, Ltd. has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
8.   Includes 734,930 shares of Common Stock owned directly by David C. Baldwin, of which 609,806 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. The 609,806 shares of Common Stock are subject to an understanding pursuant to which David C. Baldwin has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.

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9.   Includes 478,220 shares of Common Stock owned directly by Anthony F. DeLuca, of which 406,540 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. The 406,540 shares of Common Stock are subject to an understanding pursuant to which Anthony F. DeLuca has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
10.   Includes 783,866 shares of Common Stock owned directly by Andrew L. Waite, of which 652,599 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. The 652,599 shares of Common Stock are subject to an understanding pursuant to which Andrew L. Waite has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
11.   Includes 348,555 shares of Common Stock owned directly by JWG Management, Ltd., or which 299,555 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. The 299,555 shares of Common Stock are subject to an understanding pursuant to which JWG Management, Ltd. has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group.
 
12.   Includes 5,740 shares of Common Stock owned directly by John H.W. Geddes and 348,555 shares of Common Stock owned directly by JWG Management, Ltd., of which 299,555 were received on December 21, 2007 in connection with (1) the distribution of shares from SCF-IV, L.P. to SCF-IV G.P., Limited Partnership, the then-general partner of SCF-IV, L.P., to redeem SCF-IV, G.P., Limited Partnership’s entire interest in SCF-IV, L.P. and (2) the subsequent distribution of shares from SCF-IV G.P., Limited Partnership to the partners in SCF-IV G.P., Limited Partnership. 299,555 of the 348,555 shares of Common Stock owned directly by JWG Management, Ltd. are subject to an understanding pursuant to which JWG Management, Ltd. has agreed not dispose of such shares at a faster rate than SCF-IV, L.P. disposes of the shares owned directly by it. The parties to the understanding described above disclaim that the understanding constitutes the formation of a group. John H.W. Geddes is President and sole stockholder of JWG Management, Ltd. and in that capacity may be deemed to beneficially own all of the securities of Complete Production Services, Inc. beneficially owned by JWG Management, Ltd.
     
Item 5.
  Ownership of Five Percent or Less of a Class
     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [  ]
     
Item 6.
  Ownership of More than Five Percent on Behalf of Another Person
 
   
 
  Not applicable.
 
   
Item 7.
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
   
 
  Not applicable.
 
   
Item 8.
  Identification and Classification of Members of the Group
 
   
 
  Not applicable.
 
   
Item 9.
  Notice of Dissolution of Group
 
   
 
  Not applicable.
 
   
Item 10.
  Certification
 
   
 
  Not applicable.

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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.
Date: February 12, 2008
                     
    SCF-IV, L.P.    
    By:   SCF-IV, G.P., LLC    
        By:   L.E. Simmons & Associates, Incorporated    
 
                   
 
          By:   /s/ Anthony F. DeLuca                          
 
                   
 
              Anthony F. DeLuca, Managing Director    
                 
    SCF-IV, G.P., LLC    
    By:   L.E. Simmons & Associates, Incorporated    
 
               
 
      By:   /s/ Anthony F. DeLuca                          
 
               
 
          Anthony F. DeLuca, Managing Director    
                     
    SCF-VI, L.P.    
    By:   SCF-VI, G.P., Limited Partnership    
        By:   L.E. Simmons & Associates, Incorporated    
 
                   
 
          By:   /s/ Anthony F. DeLuca                          
 
                   
 
              Anthony F. DeLuca, Managing Director    
                 
    SCF-VI, G.P., Limited Partnership    
    By:   L.E. Simmons & Associates, Incorporated    
 
               
 
      By:   /s/ Anthony F. DeLuca                          
 
               
 
          Anthony F. DeLuca, Managing Director    
             
    L.E. Simmons & Associates, Incorporated    
 
           
 
  By:   /s/ Anthony F. DeLuca                          
 
           
 
      Anthony F. DeLuca, Managing Director    
         
    L.E. Simmons  
 
       
 
  /s/ L.E. Simmons                                                  
 
       
 
  L.E. Simmons, individually    

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  David C. Baldwin
 
 
  /s/ David C. Baldwin                                        
  David C. Baldwin, individually   
 
  Anthony F. DeLuca
 
 
  /s/ Anthony F. DeLuca                          
  Anthony F. DeLuca, individually   
 
  Andrew L. Waite
 
 
  /s/ Andrew L. Waite                                           
  Andrew L. Waite, individually   
 
  John H.W. Geddes
 
 
  /s/ John H.W. Geddes                                         
  John H. W. Geddes, individually   
         
  JWG Management, Ltd.
 
 
  By:   /s/ John H. W. Geddes                              
    John H.W. Geddes, President   
                 
    LESFP, Ltd.    
    By:   LESGP, LLC    
 
               
 
      By:   /s/ L.E. Simmons    
 
               
 
          L.E. Simmons, President    
         
  LESGP, LLC
 
 
  By:   /s/ L.E. Simmons    
    L.E. Simmons, President   
       
 

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EXHIBIT INDEX
1.   Joint Filing Agreement dated February 12, 2008 by and among SCF-IV, L.P., SCF-IV, G.P., LLC, SCF-VI, L.P., SCF-VI, G.P., Limited Partnership, L.E. Simmons and Associates, Incorporated, L.E. Simmons, David C. Baldwin, Anthony F. DeLuca, Andrew L. Waite, John H.W. Geddes, JWG Management, Ltd., LESGP, LLC and LESFP, Ltd.

24