0000950103-22-004246.txt : 20220308
0000950103-22-004246.hdr.sgml : 20220308
20220308201918
ACCESSION NUMBER: 0000950103-22-004246
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220304
FILED AS OF DATE: 20220308
DATE AS OF CHANGE: 20220308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vitemb Jared
CENTRAL INDEX KEY: 0001884029
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38382
FILM NUMBER: 22723538
MAIL ADDRESS:
STREET 1: 777 MAIN STREET, SUITE 2906
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FTS International, Inc.
CENTRAL INDEX KEY: 0001529463
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 451610731
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 777 MAIN STREET
STREET 2: SUITE 2900
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 862-2000
MAIL ADDRESS:
STREET 1: 777 MAIN STREET
STREET 2: SUITE 2900
CITY: FORT WORTH
STATE: TX
ZIP: 76102
FORMER COMPANY:
FORMER CONFORMED NAME: FTS International, LLC
DATE OF NAME CHANGE: 20111020
FORMER COMPANY:
FORMER CONFORMED NAME: FTS International, Inc.
DATE OF NAME CHANGE: 20111020
FORMER COMPANY:
FORMER CONFORMED NAME: Frac Tech International, LLC
DATE OF NAME CHANGE: 20110907
4
1
dp168571_4-vitemb.xml
FORM 4
X0306
4
2022-03-04
1
0001529463
FTS International, Inc.
FTSI
0001884029
Vitemb Jared
777 MAIN STREET, SUITE 2900
FORT WORTH
TX
76102
0
1
0
0
SVP, Gen Cnsl & Chf Compl Ofcr
Class A Common Stock
2022-03-04
4
D
0
1686
D
0
D
Restricted Stock Units
2022-03-04
4
D
0
3738
D
Class A Common Stock
0
0
D
Warrant (right to buy)
33.04
2022-03-04
4
D
0
569
D
2023-11-19
Class A Common Stock
569
0
D
Warrant (right to buy)
37.14
2022-03-04
4
D
0
1422
D
2023-11-19
Class A Common Stock
1422
0
D
Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2021, among FTS International, Inc. (the "Company"), Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), Effective as of March 4, 2022, as contemplated by the Agreement and Plan of Merger, dated as of October 21, 2021, among the Company, Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated March 1, 2022, referred to as the Merger Agreement, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a majority owned subsidiary of Profrac. At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive $26.52 in cash (the "per-share merger consideration").
In addition, all outstanding options and restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes. The Merger is more fully described in the Company's Proxy Statement filed with the SEC on January 24, 2022.
These Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.
The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.97 per warrant.
The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.04 per warrant.
/s/ Jared Vitemb
2022-03-08