SC 13G

0001193125-16-429594.txt : 20160114 0001193125-16-429594.hdr.sgml : 20160114 20160114110800 ACCESSION NUMBER: 0001193125-16-429594 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20160114 DATE AS OF CHANGE: 20160114 GROUP MEMBERS: DAN H. WILKS GROUP MEMBERS: KWELL HOLDINGS, LP GROUP MEMBERS: STACI WILKS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARBO CERAMICS INC CENTRAL INDEX KEY: 0001009672 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 721100013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48851 FILM NUMBER: 161342201 BUSINESS ADDRESS: STREET 1: 575 NORTH DAIRY ASHFORD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2819216400 MAIL ADDRESS: STREET 1: 575 NORTH DAIRY ASHFORD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilks Brothers, LLC CENTRAL INDEX KEY: 0001662888 IRS NUMBER: 452388948 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178192578 MAIL ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 SC 13G 1 d117984dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

CARBO Ceramics Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

140781105

(CUSIP Number)

January 7, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 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 Number 140781105


1	Names of Reporting Persons Dan H. Wilks
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power 0
		6	Shared Voting Power 1,000,143
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,000,143
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,143
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 4.3%¹
12	Type of Reporting Person (See Instructions) IN

¹	Based on 23,285,994 shares of Common Stock of the Issuer issued and outstanding as of October 23, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.


CUSIP Number 140781105


1	Names of Reporting Persons Staci Wilks
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power 0
		6	Shared Voting Power 1,000,143
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,000,143
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,143
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 4.3%¹
12	Type of Reporting Person (See Instructions) IN

¹	Based on 23,285,994 shares of Common Stock of the Issuer issued and outstanding as of October 23, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.


CUSIP Number 140781105


1	Names of Reporting Persons Kwell Holdings, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power 890
		6	Shared Voting Power 0
		7	Sole Dispositive Power 890
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 890
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 0.004%¹
12	Type of Reporting Person (See Instructions) PN

¹	Based on 23,285,994 shares of Common Stock of the Issuer issued and outstanding as of October 23, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.


CUSIP Number 140781105


1	Names of Reporting Persons Wilks Brothers, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power 1,315,676¹
		6	Shared Voting Power 0
		7	Sole Dispositive Power 1,315,676¹
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,315,676¹
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 5.6²
12	Type of Reporting Person (See Instructions) OO

¹	This includes 1,146,800 shares that Wilks Brothers, LLC has the right to acquire through the exercise of call options, but does not include 1,636,800 shares underlying put options sold by Wilks Brothers, LLC.

²	Based on 23,285,994 shares of Common Stock of the Issuer issued and outstanding as of October 23, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.

Item 1.

(a)

Name of Issuer: CARBO Ceramics Inc.

(b)

Address of Issuer’s Principal Executive Offices

575 NORTH DAIRY ASHFORD, SUITE 300

HOUSTON, TX 77079

Item 2.

(a)

Name of Persons Filing:

This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, Kwell Holdings, LP, and Wilks Brothers, LLC.

(b)

Address of Principal Business Office or, if None, Resident:

Dan H. Wilks

17010 Interstate 20

Cisco, TX 76437

Staci Wilks

17010 Interstate 20

Cisco, TX 76437

Kwell Holdings, LP

209 Legacy Canyon Dr.

Cisco, TX 76437

Wilks Brothers, LLC

17010 Interstate 20

Cisco, TX 76437

(c)

Citizenship:

Dan H. Wilks is a citizen of the United States of America.

Staci Wilks is a citizen of the United States of America.

Kwell Holdings, LP is a limited partnership organized in the State of Texas.

Wilks Brothers, LLC is a limited liability company organized in the State of Texas.

(d)

Title of Class of Securities: Common stock, par value $0.01 per share.

(e)

CUSIP Number: 140781105

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);

(b)

¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings association 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 (15 U.S.C. 80a-3);

(j)

¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: .

Item 4. Ownership.

The information in items 1 through 11 on the cover pages to this Schedule 13G is hereby incorporated by reference. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 2,316,709 shares of the Issuer, representing 9.9% of the outstanding shares of Common Stock of the Issuer based on 23,285,994 shares of Common Stock of the Issuer issued and outstanding as of October 23, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.

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 any of the reporting persons 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 or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 99.1

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 14, 2016


*
Dan H. Wilks

*
Staci Wilks

KWELL HOLDINGS, LP

By:		/s/ Morgan Neff
Name:		Morgan Neff
Title:		Attorney-in-Fact

WILKS BROTHERS, LLC

By:		/s/ Morgan Neff
Name:		Morgan Neff
Title:		Attorney-in-Fact


*By:		/s/ Morgan Neff
		Morgan Neff, as Attorney-in-Fact

EXHIBIT INDEX


Exhibit No.		Description

99.1		Identification of Members of the Group

99.2		Joint Filing Agreement dated January 7, 2016.

99.3		Power of Attorney - Dan Wilks

99.4		Power of Attorney - Staci Wilks

99.5		Power of Attorney - Kwell Holdings, LP

99.6		Power of Attorney - Wilks Brothers, LLC

EX-99.1 2 d117984dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

Dan H. Wilks

Staci Wilks

Kwell Holdings, LP

Wilks Brothers, LLC

EX-99.2 3 d117984dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CARBO Ceramics, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of January 7, 2016.


*
Dan H. Wilks

*
Staci Wilks

KWELL HOLDINGS, LP

By:		/s/ Morgan Neff
Name:		Morgan Neff
Title:		Attorney-in-Fact

WILKS BROTHERS, LLC

By:		/s/ Morgan Neff
Name:		Morgan Neff
Title:		Attorney-in-Fact


*By:		/s/ Morgan Neff
		Morgan Neff, as Attorney-in-Fact

EX-99.3 4 d117984dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144, (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, and (d) any joint filing agreement in connection with the preceding clauses (a)-(c), but only to the extent each form, schedule or agreement relates to the undersigned’s beneficial ownership of securities of CARBO Ceramics, Inc. or any of its subsidiaries (collectively “CARBO”);

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by CARBO, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


/s/ Dan H. Wilks
Dan H. Wilks

Date:		January 4, 2016

EX-99.4 5 d117984dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


/s/ Staci Wilks
Staci Wilks

Date:		January 4, 2016

EX-99.5 6 d117984dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


KWELL HOLDINGS, LP

By:		/s/ J. Ladd Wilks
Name:		J. Ladd Wilks
Title:		President

Date:		January 6, 2016

EX-99.6 7 d117984dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


WILKS BROTHERS, LLC

By:		/s/ Dan Wilks
Name:		Dan Wilks
Title:		Chief Executive Officer

Date:		January 4, 2016