SEC Form 3

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* Wilks Brothers, LLC (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2017	3. Issuer Name and Ticker or Trading Symbol Approach Resources Inc [ AREX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	33,126,300	D(1)
Common Stock	6,140,300	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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* Wilks Brothers, LLC (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wilks Dan H. (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wilks Staci (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wilks Farris (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SDW Investments, LLC (Last) (First) (Middle) 17010 IH 20 (Street) CISCO TX 76437 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Wilks Brothers, LLC.

2. These shares are owned directly by SDW Investments, LLC.

Remarks:

On November 2, 2016, the Issuer and Wilks Brothers, LLC ("Wilks Brothers") and SDW Investments, LLC ("SDW Investments", and together with Wilks Brothers, the "Noteholders" and each, a "Noteholder"), entered into an exchange agreement (the "Exchange Agreement"), pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, the Noteholders agreed to exchanged $130,552,000 of outstanding 7.00% Senior Notes due 2021 (the "Notes"), representing all of the Notes beneficially owned by the Noteholders (approximately 56.7% of the outstanding principal amount of the Notes), for an aggregate of 39,165,600 shares of Common Stock at an exchange ratio (the "Initial Exchange Ratio") of 300 shares of Common Stock for each $1,000 aggregate principal amount of Notes so exchanged (the "Initial Exchange"), representing, immediately following the Initial Exchange, approximately 48.39% of the Issuer's outstanding Common Stock on a fully-diluted basis. The Initial Exchange closed on January 27, 2017. Wilks Brothers is a 10% owner of the Issuer's Common Stock. Wilks Brothers and SDW Investments may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. This Form 3 is also being filed by (i) Dan H. Wilks, in his capacity as a managing member of Wilks Brothers and in his capacity as a managing member of SDW Investments and (ii) Staci Wilks, in her capacity as managing member of SDW Investments and (iii) Farris Wilks, in his capacity as a managing member of Wilks Brothers. Dan H. Wilks and Staci Wilks are husband and wife and Dan H. Wilks and Farris Wilks are brothers. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form.

	WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact	02/03/2017
	Dan H. Wilks	02/03/2017
	Staci Wilks	02/03/2017
	Farris Wilks	02/03/2017
	SDW INVESTMENTS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact	02/03/2017
	** 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).
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