0000899243-23-006664.txt : 20230302
0000899243-23-006664.hdr.sgml : 20230302
20230302063058
ACCESSION NUMBER: 0000899243-23-006664
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221228
FILED AS OF DATE: 20230302
DATE AS OF CHANGE: 20230302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ProFrac Holding Corp.
CENTRAL INDEX KEY: 0001881487
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13270
FILM NUMBER: 23696272
BUSINESS ADDRESS:
STREET 1: 333 SHOPS BOULEVARD
STREET 2: SUITE 301
CITY: WILLOW PARK
STATE: TX
ZIP: 76087
BUSINESS PHONE: 254-776-3722
MAIL ADDRESS:
STREET 1: 333 SHOPS BOULEVARD
STREET 2: SUITE 301
CITY: WILLOW PARK
STATE: TX
ZIP: 76087
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13270
FILM NUMBER: 23696270
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: ProFrac Holdings, LLC
CENTRAL INDEX KEY: 0001911179
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13270
FILM NUMBER: 23696271
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-28
0
0000928054
FLOTEK INDUSTRIES INC/CN/
FTK
0001881487
ProFrac Holding Corp.
333 SHOPS BLVD., SUITE 301
WILLOW PARK
TX
76087
0
0
1
0
0001911179
ProFrac Holdings, LLC
333 SHOPS BLVD., SUITE 301
WILLOW PARK
TX
76087
0
0
1
0
0001918796
ProFrac Holdings II, LLC
333 SHOPS BLVD., SUITE 301
WILLOW PARK
TX
76087
0
0
1
0
Common Stock
2022-12-28
4
P
0
1500000
1.16
A
1500000
I
By ProFrac Holdings II, LLC
10% Convertible PIK Notes
0.8705
2023-02-02
4
C
0
20000000
0.00
D
2022-03-04
2023-02-02
Common Stock
25366561
0
I
By ProFrac Holdings II, LLC
Warrants (right to buy)
2023-02-02
4
C
0
25366561
0.8705
A
2023-02-02
Common Stock
25366561
25366561
I
By ProFrac Holdings II, LLC
ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.
The Warrants (as defined below) were issued to ProFrac Holdings II upon maturity of the 10% Convertible PIK Notes.
On February 2, 2023, pursuant to a Note Purchase Agreement, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 25,366,561 shares of the Issuer's Common Stock (the "Warrant Shares").
The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was prefunded to the Issuer by ProFrac Holdings II and, consequently, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants.
All or any part of the Warrants are exercisable by ProFrac Holdings II at any time and from time to time on and or after February 2, 2023, until the Warrants are exercised in full; provided, however, that unless the Issuer has obtained shareholder approval therefor, the number of share of the Issuer's Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the Warrants shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of the Issuer's Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of the Issuer's Common Stock.
/s/ ProFrac Holding Corp., By: /s/ Lance Turner, Chief Financial Officer
2023-03-02
/s/ ProFrac Holdings, LLC, By: /s/ Lance Turner, Chief Financial Officer
2023-03-02
/s/ ProFrac Holdings II, LLC, By: /s/ Lance Turner, Chief Financial Officer
2023-03-02