X0206 3 2017-01-27 0 0001405073 Approach Resources Inc AREX 0001662888 Wilks Brothers, LLC 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641792 Wilks Dan H. 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641796 Wilks Staci 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641794 Wilks Farris 17010 IH 20 CISCO TX 76437 0 0 1 0 0001589906 SDW Investments, LLC 17010 IH 20 CISCO TX 76437 0 0 1 0 Common Stock 33126300 D Common Stock 6140300 D These shares are owned directly by Wilks Brothers, LLC. These shares are owned directly by SDW Investments, LLC. 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 2017-02-03 Dan H. Wilks 2017-02-03 Staci Wilks 2017-02-03 Farris Wilks 2017-02-03 SDW INVESTMENTS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 2017-02-03