0000899243-17-012378.txt : 20170509 0000899243-17-012378.hdr.sgml : 20170509 20170509060848 ACCESSION NUMBER: 0000899243-17-012378 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20170505 FILED AS OF DATE: 20170509 DATE AS OF CHANGE: 20170509 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARBO CERAMICS INC CENTRAL INDEX KEY: 0001009672 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 721100013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 575 NORTH DAIRY ASHFORD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2819216400 MAIL ADDRESS: STREET 1: 575 NORTH DAIRY ASHFORD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 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: 001-15903 FILM NUMBER: 17824327 MAIL ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 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: 001-15903 FILM NUMBER: 17824328 MAIL ADDRESS: STREET 1: 17010 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: 001-15903 FILM NUMBER: 17824329 MAIL ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Brothers, LLC CENTRAL INDEX KEY: 0001662888 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15903 FILM NUMBER: 17824330 BUSINESS ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178192578 MAIL ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-05-05 0 0001009672 CARBO CERAMICS INC CRR 0001662888 Wilks Brothers, LLC 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641792 Wilks Dan H. 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641796 Wilks Staci 17010 IH 20 CISCO TX 76437 0 0 1 0 0001641794 Wilks Farris 17010 IH 20 CISCO TX 76437 0 0 1 0 Common Stock 1571750 D Common Stock 1250143 D Warrant 14.91 2022-12-31 Common Stock 271414 D These shares are owned directly by Wilks Brothers, LLC. These shares are owned directly by Dan H. Wilks and Staci Wilks. On March 2, 2017, in connection with entry into a credit agreement, the Issuer issued a Warrant (the "Warrant") to Wilks Brothers, LLC. Subject to the terms of the Warrant, the Warrant entitles the holder thereof to purchase up to 523,022 shares of the Common Stock, at an exercise price of $14.91 per share, payable in cash. Until receipt of stockholder approval, the holder of the Warrant shall not be entitled to exercise the Warrant to the extent that the number of shares of Common Stock to be purchased upon such exercise, plus the number of shares of Common Stock purchased on any prior exercise of the Warrant, exceeds 271,414 shares of Common Stock. This Form 3 is also being filed by (i) Dan H. Wilks, in his capacity as a managing member of Wilks Brothers, LLC (ii) Farris Wilks, in his capacity as a managing member of Wilks Brothers, LLC and (iii) Staci Wilks. Dan H. Wilks and Staci Wilks are husband and wife and Dan H. Wilks and Farris Wilks are brothers. 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. Dan H. Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 2017-05-08 Staci Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 2017-05-08 Farris Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 2017-05-08 WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 2017-05-08 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a more than 10% shareholder of Carbo Ceramics Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8th day of May, 2017.

/s/ Staci Wilks
----------------------------------------
Name: Staci Wilks
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 


                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a more than 10% shareholder of Carbo Ceramics Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8th day of May, 2017.

/s/ Dan H. Wilks
-----------------------------------------
Name: Dan H. Wilks
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a more than 10% shareholder of Carbo Ceramics Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8th day of May, 2017.

/s/ Farris Wilks
----------------------------------------
Name: Farris Wilks
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT 

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as a more than 10% shareholder of Carbo Ceramics Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8th day of May, 2017.

Wilks Brothers, LLC

By: /s/ Dan H. Wilks
    ------------------------------------
Name: Dan H. Wilks
Title: Managing Member