0000899243-23-020059.txt : 20231030 0000899243-23-020059.hdr.sgml : 20231030 20231030172221 ACCESSION NUMBER: 0000899243-23-020059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230913 FILED AS OF DATE: 20231030 DATE AS OF CHANGE: 20231030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Farris CENTRAL INDEX KEY: 0001641794 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361549 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Krylov Sergei CENTRAL INDEX KEY: 0001594869 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361548 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Dan H. CENTRAL INDEX KEY: 0001641792 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361551 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WB Acquisitions Inc. CENTRAL INDEX KEY: 0001891025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361552 BUSINESS ADDRESS: STREET 1: 17010 INTERSTATE HIGHWAY 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: (817) 850-3600 MAIL ADDRESS: STREET 1: 17010 INTERSTATE HIGHWAY 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Staci CENTRAL INDEX KEY: 0001641796 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361550 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Brothers, LLC CENTRAL INDEX KEY: 0001662888 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361553 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Matthew CENTRAL INDEX KEY: 0001696102 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 231361547 MAIL ADDRESS: STREET 1: 17010 IH-20 CITY: CISCO STATE: TX ZIP: 76437 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON GEOPHYSICAL CO CENTRAL INDEX KEY: 0000799165 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 742095844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 4326843000 MAIL ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: TGC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-13 0 0000799165 DAWSON GEOPHYSICAL CO DWSN 0001662888 Wilks Brothers, LLC 17018 INTERSTATE 20 CISCO TX 76437 1 0 1 0 0001891025 WB Acquisitions Inc. 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641792 Wilks Dan H. 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641796 Wilks Staci 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641794 Wilks Farris 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001594869 Krylov Sergei 17018 INTERSTATE 20 CISCO TX 76437 1 0 0 0 0001696102 Wilks Matthew 17018 INTERSTATE 20 CISCO TX 76437 1 0 0 0 0 Class A common stock, par value $0.01 per share 2023-09-13 4 C 0 5811765 1.70 A 24609095 I See Footnote Convertible Note (convertible into Common Stock) 1.70 2023-09-13 4 C 0 5811765 D 2023-09-13 2024-06-30 Class A common stock, par value $0.01 per share 5811765 24609095 I See Footnote On September 13, 2023, Dawson Geophysical Company ("Dawson") held a virtual special meeting of its stockholders. At the Special Meeting, Dawson's stockholders voted and approved the issuance of 5,811,765 shares of Common Stock of Issuer to Wilks Brothers, LLC ("Wilks Brothers") upon conversion of $9,880,000.50 in principal amount of the Convertible Note dated March 24, 2023 between Dawson and Wilks at a conversion price of $1.70 per share. Upon such approval, the Convertible Note automatically converted in full into the Conversion Shares upon such approval. Consists of (i) 9,111,736 directly owned by Wilks, (ii) 15,547,010 shares of the Issuer's Common Stock directly owned by WB Acquisitions, and (iii) 349 shares of the Issuer's Common Stock directly owned by Staci Wilks. Wilks Brothers is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. WB Acquisitions, Inc. ("WB Acquisitions") is an affiliate of Wilks Brothers. Dan H. Wilks and Farris Wilks are brothers; Dan H. Wilks and Staci Wilks are husband and wife and share the same household; Matthew D. Wilks is the Director of the Issuer and VP - Investments of Wilks Brothers; and Sergei Krylov, is the Director of the Issuer and Chief Financial Officer of Wilks Brothers. Matthew D. Wilks and Sergei Krylov were each inadvertently excluded in prior filings and have been added as Reporting Persons. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on June 29, 2023 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. (Continued in footnote 4) (Continued from footnote 3) 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 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. /s/ Javier Rocha, Attorney-in-Fact 2023-10-30