Washington, D.C. 20549

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 10, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

CUSIP No.		20453E-10-9

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

A.

SCF-IV, L.P.

	(a)		Amount Beneficially Owned: 6,516,117
	(b)		Percent of Class: 8.7%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: 6,516,117
	(iii)		sole power to dispose or to direct the disposition of: 0
	(iv)		shared power to dispose or to direct the disposition of: 6,516,117

B.

SCF-IV, G.P., LLC2

	(a)		Amount Beneficially Owned: 6,516,117
	(b)		Percent of Class: 8.7%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: 6,516,117
	(iii)		sole power to dispose or to direct the disposition of: 0
	(iv)		shared power to dispose or to direct the disposition of: 6,516,117

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:

	(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: 7,253,459
	(b)		Percent of Class: 9.7%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: 7,253,459
	(iii)		sole power to dispose or to direct the disposition of: 0
	(iv)		shared power to dispose or to direct the disposition of: 7,253,459

F.

L.E. Simmons5

	(a)		Amount Beneficially Owned: 9,602,956
	(b)		Percent of Class: 12.8%1
	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 1,342,642
	(ii)		shared power to vote or to direct the vote: 8,260,314
	(iii)		sole power to dispose or to direct the disposition of: 1,342,642
	(iv)		shared power to dispose or to direct the disposition of: 8,260,314

G.

LESFP, Ltd.6

	(a)		Amount Beneficially Owned: 1,006,855
	(b)		Percent of Class: 1.3%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: 1,006,855
	(iii)		sole power to dispose or to direct the disposition of: 0
	(iv)		shared power to dispose or to direct the disposition of: 1,006,855

H.

LESGP, LLC7

	(a)		Amount Beneficially Owned: 1,006,855
	(b)		Percent of Class: 1.3%1
	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 1,006,855
	(ii)		shared power to vote or to direct the vote: 0
	(iii)		sole power to dispose or to direct the disposition of: 1,006,855
	(iv)		shared power to dispose or to direct the disposition of: 0

I.

David C. Baldwin8

	(a)		Amount Beneficially Owned: 475,011
	(b)		Percent of Class: 0.6%1
	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 475,011
	(ii)		shared power to vote or to direct the vote: 0
	(iii)		sole power to dispose or to direct the disposition of: 475,011
	(iv)		shared power to dispose or to direct the disposition of: 0

J.

Anthony F. DeLuca9

	(a)		Amount Beneficially Owned: 414,016
	(b)		Percent of Class: 0.6%1
	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 414,016
	(ii)		shared power to vote or to direct the vote: 0
	(iii)		sole power to dispose or to direct the disposition of: 414,016
	(iv)		shared power to dispose or to direct the disposition of: 0

K.

Andrew L. Waite10

	(a)		Amount Beneficially Owned: 659,398
	(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: 659,398
	(ii)		shared power to vote or to direct the vote: 0
	(iii)		sole power to dispose or to direct the disposition of: 659,398
	(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

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: o

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.

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 10, 2009

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.
2.		Power of Attorney dated February 10, 2009, relating to 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.