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. 1)*
Gastar Exploration Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36729W202
(CUSIP Number)
August 19, 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
6,454,011 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,454,011 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,454,011 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.9%1 | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Based on 131,726,085 shares of Common Stock of the Issuer issued and outstanding as of August 1, 2016, as set forth in the Issuer’s Form 10-Q filed with the SEC on August 4, 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
6,454,011 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,454,011 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,454,011 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.9%1 | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Based on 131,726,085 shares of Common Stock of the Issuer issued and outstanding as of August 1, 2016, as set forth in the Issuer’s Form 10-Q filed with the SEC on August 4, 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 131,726,085 shares of Common Stock of the Issuer issued and outstanding as of August 1, 2016, as set forth in the Issuer’s Form 10-Q filed with the SEC on August 4, 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: August 23, 2016
| * | ||
| Dan H. Wilks | ||
| * | ||
| Staci Wilks | ||
| 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 | Power of Attorney - Dan Wilks | |
| 99.3 | Power of Attorney - Staci Wilks | |
| 99.4 | Power of Attorney - Wilks Brothers, LLC | |
Exhibit 99.1
IDENTIFICATION OF MEMBERS OF THE GROUP
Dan H. Wilks
Staci Wilks
Wilks Brothers, LLC
Exhibit 99.2
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:
| 1. | 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); |
| 2. | 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 |
| 3. | 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 revokes this Power of Attorney 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: | June 2, 2016 | |
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:
| 1. | 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); |
| 2. | 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 |
| 3. | 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 revokes this Power of Attorney 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/ Staci Wilks | ||
| Staci Wilks | ||
| Date: | June 2, 2016 | |
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:
| 1. | 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); |
| 2. | 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 |
| 3. | 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 revokes this Power of Attorney 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.
| WILKS BROTHERS, LLC | ||
| By: | /s/ Dan Wilks | |
| Name: | Dan Wilks | |
| Title: | Chief Executive Officer | |
| Date: | June 2, 2016 | |