0000899243-17-002664.txt : 20170203 0000899243-17-002664.hdr.sgml : 20170203 20170203131552 ACCESSION NUMBER: 0000899243-17-002664 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170127 FILED AS OF DATE: 20170203 DATE AS OF CHANGE: 20170203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Resources Inc CENTRAL INDEX KEY: 0001405073 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 510424817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: 8179899000 MAIL ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SDW Investments, LLC CENTRAL INDEX KEY: 0001589906 STATE OF INCORPORATION: TX FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33801 FILM NUMBER: 17571281 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE HIGHWAY 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 817-850-5313 MAIL ADDRESS: STREET 1: 17018 INTERSTATE HIGHWAY 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: 001-33801 FILM NUMBER: 17571284 MAIL ADDRESS: STREET 1: 17010 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: 001-33801 FILM NUMBER: 17571282 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: 001-33801 FILM NUMBER: 17571283 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: 001-33801 FILM NUMBER: 17571285 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 2017-01-27 0 0001405073 Approach Resources Inc AREX 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 0001589906 SDW Investments, LLC 17010 IH 20 CISCO TX 76437 0 0 1 0 Common Stock 33126300 D Common Stock 6140300 D These shares are owned directly by Wilks Brothers, LLC. These shares are owned directly by SDW Investments, LLC. On November 2, 2016, the Issuer and Wilks Brothers, LLC ("Wilks Brothers") and SDW Investments, LLC ("SDW Investments", and together with Wilks Brothers, the "Noteholders" and each, a "Noteholder"), entered into an exchange agreement (the "Exchange Agreement"), pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, the Noteholders agreed to exchanged $130,552,000 of outstanding 7.00% Senior Notes due 2021 (the "Notes"), representing all of the Notes beneficially owned by the Noteholders (approximately 56.7% of the outstanding principal amount of the Notes), for an aggregate of 39,165,600 shares of Common Stock at an exchange ratio (the "Initial Exchange Ratio") of 300 shares of Common Stock for each $1,000 aggregate principal amount of Notes so exchanged (the "Initial Exchange"), representing, immediately following the Initial Exchange, approximately 48.39% of the Issuer's outstanding Common Stock on a fully-diluted basis. The Initial Exchange closed on January 27, 2017. Wilks Brothers is a 10% owner of the Issuer's Common Stock. Wilks Brothers and SDW Investments may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. This Form 3 is also being filed by (i) Dan H. Wilks, in his capacity as a managing member of Wilks Brothers and in his capacity as a managing member of SDW Investments and (ii) Staci Wilks, in her capacity as managing member of SDW Investments and (iii) Farris Wilks, in his capacity as a managing member of Wilks Brothers. 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. WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 2017-02-03 Dan H. Wilks 2017-02-03 Staci Wilks 2017-02-03 Farris Wilks 2017-02-03 SDW INVESTMENTS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 2017-02-03