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