0000950170-23-051742.txt : 20231003 0000950170-23-051742.hdr.sgml : 20231003 20231003201155 ACCESSION NUMBER: 0000950170-23-051742 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 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: 001-41388 FILM NUMBER: 231306268 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: 001-41388 FILM NUMBER: 231306270 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 Management, LLC CENTRAL INDEX KEY: 0001834450 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41388 FILM NUMBER: 231306269 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: ProFrac Holding Corp. CENTRAL INDEX KEY: 0001881487 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 SHOPS BOULEVARD STREET 2: SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 254-776-3722 MAIL ADDRESS: STREET 1: 333 SHOPS BOULEVARD STREET 2: SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 4 1 ownership.xml 4 X0508 4 2023-09-29 0001881487 ProFrac Holding Corp. ACDC 0001754159 THRC Holdings, LP 17018 INTERSTATE 20 CISCO TX 76437 false false true false 0001834450 THRC Management, LLC 17018 INTERSTATE 20 CISCO TX 76437 false false true false 0001641792 Wilks Dan H. 17018 INTERSTATE 20 CISCO TX 76437 false false true false false Series A Redeemable Convertible Preferred Stock 20.00 2023-09-29 4 P false 30000 1000 A 2024-09-29 Class A Common Stock 1500000 30000 D According to the ProFrac Holding Corp. Certificate of Designation (Exhibit 3.1 to ProFrac Holding Corp's 10/2/23 8k), the Conversion Price "shall initially be $20.00, which may be adjusted from time to time as set forth herein." Issuer's Series A Convertible Preferred Stock has no expiration date as it is not redeemable at the option of the holder and does not automatically convert into common stock on a specified date. The number of shares is determined by multiplying the Conversion Ratio and Number of Derivative Securities Acquired. The Conversio Ratio "is the quotient of (i) the Liquidation Preference as of the date of conversion and (ii) the then applicable Conversion Price." The Liquidation Preference "initially shall equal the original price of $1,000 for each share of Series A Preferred Stock, which amount shall be adjusted as the result of any PIK Accrual and as otherwise set forth." The PIK Accrual is equal to 8% per annum, which is compounded quarterly. As of the date of this filing, the Conversion Ratio is 50 and the Number of Derivative Securities Acquired is 30,000. As such, when multiplied, the number of shares of Class A Common Stock is 1,500,000. THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's 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 its 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. THRC Holdings, LP, /s/ [Javier Rocha, Attorney-in-Fact] 2023-10-03 THRC Management, LLC, /s/ [Javier Rocha, Attorney-in-Fact] 2023-10-03 Dan Wilks, /s/ [Javier Rocha, Attorney-in-Fact] 2023-10-03