0000950103-22-004248.txt : 20220308 0000950103-22-004248.hdr.sgml : 20220308 20220308201944 ACCESSION NUMBER: 0000950103-22-004248 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: Turner Lance D. CENTRAL INDEX KEY: 0001700885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38382 FILM NUMBER: 22723541 MAIL ADDRESS: STREET 1: 777 MAIN STREET, SUITE 2900 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 dp168573_4-turner.xml FORM 4 X0306 4 2022-03-04 1 0001529463 FTS International, Inc. FTSI 0001700885 Turner Lance D. 777 MAIN STREET, SUITE 2900 FORT WORTH TX 76102 0 1 0 0 CFO and Treasurer Class A Common Stock 2022-03-04 4 D 0 27747 D 0 D Restricted Stock Units 2022-03-04 4 D 0 60763 D Class A Common Stock 0 0 D Option Rights 14.11 2022-03-04 4 D 0 40509 14.11 D 2030-11-20 Class A Common Stock 40509 0 D Warrant (right to buy) 33.04 2022-03-04 4 D 0 3769 D 2023-11-19 Class A Common Stock 3769 0 D Warrant (right to buy) 37.14 2022-03-04 4 D 0 9424 D 2023-11-19 Class A Common Stock 9424 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. These Stock Options, 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 (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option. 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/ Lance D. Turner 2022-03-08