0000899243-22-035428.txt : 20221109 0000899243-22-035428.hdr.sgml : 20221109 20221109144446 ACCESSION NUMBER: 0000899243-22-035428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221109 DATE AS OF CHANGE: 20221109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Dan H. CENTRAL INDEX KEY: 0001641792 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 221372109 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THRC Management, LLC CENTRAL INDEX KEY: 0001834450 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 221372110 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THRC Holdings, LP CENTRAL INDEX KEY: 0001754159 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 221372111 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. WELL SERVICES HOLDINGS, LLC CENTRAL INDEX KEY: 0001670349 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 811847117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 SHOPS BOULEVARD, SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 254 776 3722 MAIL ADDRESS: STREET 1: 333 SHOPS BOULEVARD, SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 FORMER COMPANY: FORMER CONFORMED NAME: U.S. WELL SERVICES, INC. DATE OF NAME CHANGE: 20181109 FORMER COMPANY: FORMER CONFORMED NAME: Matlin & Partners Acquisition Corp DATE OF NAME CHANGE: 20160422 FORMER COMPANY: FORMER CONFORMED NAME: MP Acquisition I Corp. DATE OF NAME CHANGE: 20160324 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-01 1 0001670349 U.S. WELL SERVICES HOLDINGS, LLC USWS 0001754159 THRC Holdings, LP 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001834450 THRC Management, LLC 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641792 Wilks Dan H. 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 Class A Common Stock, par value $0.0001 per share 2022-11-01 4 M 0 1125194 A 1134762 D Class A Common Stock, par value $0.0001 per share 2022-11-01 4 M 0 8578481 A 9713243 D Class A Common Stock, par value $0.0001 per share 2022-11-01 4 D 0 9713243 D 0 D Series A Redeemable Convertible Preferred Stock 2022-11-01 4 M 0 1125194 D Class A Common Stock 1125194 0 D 16.0% Convertible Senior Secured (Third Lien) PIK Note 2022-11-01 4 M 0 8578481 D Class A Common Stock 8578481 0 D Warrants (Right to Buy) 160.86 2022-11-01 4 D 0 2666669 D Class A Common Stock 2666669 0 D Warrants (Right to Buy) 1.10 2022-11-01 4 D 0 6976744 D Class A Common Stock 6976744 0 D Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by THRC Holdings, LP ("THRC Holdings") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($8,242,540) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement"). Reflects the conversion of those outstanding convertible promissory notes held by THRC Holdings into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 ($62,794,480.19), and (ii) $7.32 pursuant to the Merger Agreement. Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by THRC Holdings into 0.3366 shares of Class A Common Stock of ProFrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. Reflects the conversion of warrants of the Issuer held by THRC Holdings pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022, was $22.08 per share. Reflects the disposition of warrants of the Issuer held by THRC Holdings to ProFrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022, was $22.08 per share. THRC Holdings directly holds the securities of the Issuer. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of their respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. s/ Robert J. Willette, Attorney-in-Fact 2022-11-09 s/ Robert J. Willette, Attorney-in-Fact 2022-11-09 s/ Robert J. Willette, Attorney-in-Fact 2022-11-09