0001688476-17-000030.txt : 20170705 0001688476-17-000030.hdr.sgml : 20170705 20170705182508 ACCESSION NUMBER: 0001688476-17-000030 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170703 FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Keane Group, Inc. CENTRAL INDEX KEY: 0001688476 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2121 SAGE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-960-0381 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dacar Robert Curt CENTRAL INDEX KEY: 0001605980 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37988 FILM NUMBER: 17950032 MAIL ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 2700 CITY: DENVER STATE: CO ZIP: 80202 3 1 wf-form3_149929349105818.xml FORM 3 X0206 3 2017-07-03 0 0001688476 Keane Group, Inc. FRAC 0001605980 Dacar Robert Curt C/O KEANE GROUP, INC. 2121 SAGE ROAD, SUITE 370 HOUSTON TX 77056 0 1 0 0 Chief Commercial Officer Common Stock 104187 D Contingent Value Rights (Put Equivalent) 19.0 2018-04-10 2018-04-10 Common Stock 104187.0 D Keane Group, Inc. (the "Company") acquired RockPile Energy Services, LLC ("RockPile") pursuant to a Purchase Agreement, dated May 18, 2017, by and among the Company, RockPile and holders of equity interests of RockPile (the "Acquisition"). In connection with the Acquisition, Robert Curt Dacar (the "Reporting Person"), as a RockPile equityholder, was entitled to elect to receive consideration including, but not limited to, 104,187 shares of the Company's common stock and 104,187 contingent value rights ("CVRs"), as described in the Contingent Value Rights Agreement, dated July 3, 2017, by and among the Company, RockPile and certain other equityholders of RockPile, including the Reporting Person (the "CVR Agreement"). Each CVR entitles the holder to receive, on April 10, 2018, a cash payment equal to the excess, if any, of $19.00 over the value-weighted average price of a share of common stock over a certain period as described in the CVR Agreement; provided that such cash payment per CVR (i) shall not exceed $2.30 and (ii) may be further limited under certain circumstances as described in the CVR Agreement. /s/ Kevin McDonald, attorney-in-fact 2017-07-05 EX-24 2 keanegroupinc-section16poa.htm DACARPOA

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kevin McDonald and Safieh Nemazee, the undersigned's true and lawful attorney-in-fact, to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Keane Group, 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;

(3)    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 SEC and any stock exchange or similar authority; and

(4)    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 all said attorneys-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 said attorneys-in-fact, or his or her 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 14th day of June, 2017.

/s/ R. Curt Dacar
Name: R. Curt Dacar