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