0000899243-22-006204.txt : 20220214 0000899243-22-006204.hdr.sgml : 20220214 20220214171313 ACCESSION NUMBER: 0000899243-22-006204 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220202 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Staci CENTRAL INDEX KEY: 0001641796 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634689 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Dan H. CENTRAL INDEX KEY: 0001641792 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634690 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Farris CENTRAL INDEX KEY: 0001641794 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634691 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holdings, LLC CENTRAL INDEX KEY: 0001911179 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634694 BUSINESS ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 817 850 3600 MAIL ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THRC Holdings, LP CENTRAL INDEX KEY: 0001754159 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634693 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: THRC Management, LLC CENTRAL INDEX KEY: 0001834450 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22634692 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 900023731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 BUSINESS PHONE: 7138499911 MAIL ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-02-02 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001911179 ProFrac Holdings, LLC 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001754159 THRC Holdings, LP 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001834450 THRC Management, LLC 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641794 Wilks Farris 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 10% Convertible PIK Notes 1.0881 2022-02-02 2023-02-02 Common Stock 18380242 D ProFrac Holdings, LLC ("ProFrac Holdings"), a Texas limited liability company, directly holds the securities of the Issuer. Each of Farris Wilks and THRC Holdings, LP ("THRC Holdings"), a Texas limited partnership, owns 50% of the membership interests in ProFrac Holdings. In addition, Farris Wilks and Dan Wilks are the sole managers of ProFrac Holdings. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the securities of the Issuer held by THRC Holdings, and therefore may be deemed to beneficially own such securities. Dan Wilks, as sole manager of THRC Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the securities of the Issuer beneficially owned by THRC Holdings, and therefore may be deemed to share beneficial ownership of such securities. (Continued from footnote 1) 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 3. Reflects the acquisition by ProFrac Holdings from the issuer of 10% Convertible PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Note Purchase Agreement, dated as of February 2, 2022, and a Master Transaction Agreement, dated as of February 2, 2022 (together, the "Agreements"). The aggregate principal amount of the Notes acquired pursuant to the Agreements by ProFrac Holdings was $20,000,000. Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on February 2, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with its terms. Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if ProFrac Holdings elects to convert the Notes based on the aggregate principal amount of the Notes (as described in footnote 3 above), not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above). /s/ Matthew Wilks, as attorney-in-fact 2022-02-14