0001193125-16-596453.txt : 20160520 0001193125-16-596453.hdr.sgml : 20160520 20160519214010 ACCESSION NUMBER: 0001193125-16-596453 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160520 DATE AS OF CHANGE: 20160519 GROUP MEMBERS: DAN H. WILKS GROUP MEMBERS: STACI WILKS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gastar Exploration Inc. CENTRAL INDEX KEY: 0001431372 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 383531640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88044 FILM NUMBER: 161664595 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: (713) 739-1800 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: Gastar Exploration USA, Inc. DATE OF NAME CHANGE: 20080402 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 d199198dsc13g.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.     )*

 

 

Gastar Exploration Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36729W202

(CUSIP Number)

May 12, 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 36729W202  

 

  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

 

7,390,511

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

7,390,511

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,390,511

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.6%1

12  

Type of Reporting Person (See Instructions)

 

IN

 

1  Based on 131,729,051 shares of Common Stock of the Issuer issued and outstanding, as set forth in the Issuer’s Prospectus Supplement dated May 12, 2016 and filed with the SEC on May 13, 2016.


CUSIP Number 36729W202  

 

  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

 

7,390,511

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

7,390,511

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,390,511

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.6%1

12  

Type of Reporting Person (See Instructions)

 

IN

 

1  Based on 131,729,051 shares of Common Stock of the Issuer issued and outstanding, as set forth in the Issuer’s Prospectus Supplement dated May 12, 2016 and filed with the SEC on May 13, 2016.


CUSIP Number 36729W202  

 

  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

 

100

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

100

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

0.00008%1

12  

Type of Reporting Person (See Instructions)

 

OO

 

1  Based on 131,729,051 shares of Common Stock of the Issuer issued and outstanding, as set forth in the Issuer’s Prospectus Supplement dated May 12, 2016 and filed with the SEC on May 13, 2016.


Item 1.

 

  (a) Name of Issuer: Gastar Exploration Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

1331 Lamar Street, Suite 650

Houston, TX 77010

Item 2.

 

  (a) Name of Persons Filing:

This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, 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

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.

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: 36729W202

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.

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: May 20, 2016

 

/s/ Dan H. Wilks

Dan H. Wilks

/s/ Staci Wilks

Staci Wilks
WILKS BROTHERS, LLC
By:  

/s/ Dan H. Wilks

Name:   Dan H. Wilks
Title:   Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Identification of Members of the Group
99.2    Joint Filing Agreement dated May 20, 2016.
EX-99.1 2 d199198dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

Dan H. Wilks

Staci Wilks

Wilks Brothers, LLC

EX-99.2 3 d199198dex992.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 Gastar Exploration 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 May 20, 2016.

 

/s/ Dan H. Wilks

Dan H. Wilks

/s/ Staci Wilks

Staci Wilks
WILKS BROTHERS, LLC
By:  

/s/ Dan H. Wilks

Name:   Dan H. Wilks
Title:   Chief Executive Officer