0000899243-22-012154.txt : 20220324 0000899243-22-012154.hdr.sgml : 20220324 20220324210212 ACCESSION NUMBER: 0000899243-22-012154 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220304 FILED AS OF DATE: 20220324 DATE AS OF CHANGE: 20220324 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: 22768035 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: 22768036 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: 22768037 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holdings II, LLC CENTRAL INDEX KEY: 0001918796 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22768041 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: 22768039 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: 22768038 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: 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: 22768040 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 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 2022-03-04 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001918796 ProFrac Holdings II, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 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 2022-03-04 2023-02-02 Common Stock 18380242 D ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings II is a wholly-owned subsidiary of ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"). Each of Farris Wilks and THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), 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, a Texas limited liability company ("THRC Management"), 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 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. On March 4, 2022, ProFrac Holdings transferred all of its right, title and interest in $20,000,000 in aggregate principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") to ProFrac Holdings II, which became the direct holder of the Notes as a result of such transfer. 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 to ProFrac Holdings II 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 II 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 to ProFrac Holdings II upon conversion of the Notes if ProFrac Holdings II elects to convert the Notes based on the aggregate principal amount of the Notes (as described in footnote 4 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 2022-03-24