0000899243-22-034989.txt : 20221103
0000899243-22-034989.hdr.sgml : 20221103
20221103192338
ACCESSION NUMBER: 0000899243-22-034989
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221101
FILED AS OF DATE: 20221103
DATE AS OF CHANGE: 20221103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wilks Farris
CENTRAL INDEX KEY: 0001641794
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41388
FILM NUMBER: 221359770
MAIL ADDRESS:
STREET 1: 17018 INTERSTATE 20
CITY: CISCO
STATE: TX
ZIP: 76437
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wilks Jo Ann
CENTRAL INDEX KEY: 0001928401
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41388
FILM NUMBER: 221359768
MAIL ADDRESS:
STREET 1: 17018 IH-20
CITY: CISCO
STATE: TX
ZIP: 76437
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farris & Jo Ann Wilks 2022 Family Trust
CENTRAL INDEX KEY: 0001928013
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41388
FILM NUMBER: 221359769
BUSINESS ADDRESS:
STREET 1: 17018 IH-20
CITY: CISCO
STATE: TX
ZIP: 76437
BUSINESS PHONE: (817) 850-3680
MAIL ADDRESS:
STREET 1: 17018 IH-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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-01
0
0001881487
ProFrac Holding Corp.
ACDC
0001641794
Wilks Farris
17018 INTERSTATE 20
CISCO
TX
76437
0
0
1
0
0001928013
Farris & Jo Ann Wilks 2022 Family Trust
17018 INTERSTATE 20
CISCO
TX
76437
0
0
1
0
0001928401
Wilks Jo Ann
17018 INTERSTATE 20
CISCO
TX
76437
0
0
1
0
Class A common stock, par value $0.01 per share
2022-11-01
4
J
0
826376
A
826376
D
Class A common stock, par value $0.01 per share
977778
I
See Footnotes
Class A common stock, par value $0.01 per share
10732715
I
See Footnotes
Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated June 21, 2022, by and among Issuer, U.S. Well Services, Inc., a Delaware Corporation ("USWS") and Thunderclap Merger Sub, Inc., a Delaware Corporation, on November 1, 2022 (the "Effective Date"), each issued and outstanding share of USWS Class A common stock was converted into the right to receive 0.3366 shares of the Issuer's Class A common stock.
Received in exchange for 2,455,070 shares of USWS Class A common stock in connection with the above-referenced merger. On the Effective Date, the closing price of the Issuer's Class A common stock was $22.08 per share, and the closing price of USWS' Class A common stock was $7.41 per share.
Reflects 977,778 shares of the Issuer's Class A common stock held directly by FARJO Holdings, LP ("FARJO Holdings"), a Texas limited partnership. The General Partner of FARJO Holdings is FARJO Management, LLC ("FARJO Management"), a Texas limited liability company. FARJO Management, as General Partner of FARJO Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by FARJO Holdings, and therefore may be deemed to beneficially own such shares. Farris C. Wilks, as sole manager of FARJO Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by FARJO Holdings, and therefore may be deemed to beneficially own such shares.
Reflects 10,732,715 shares of the Issuer's Class A common stock held directly by the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust ("Farris Trust"). The number of shares owned by the Farris Trust is subject to change based on an appraisal. Farris C. Wilks serves as a trustee of the Farris Trust and, in such capacity has voting and dispository power over the shares of Class A common stock owned by such trust, and therefore may be deemed to beneficially own such shares. Jo Ann Wilks serves as a trustee of the Farris Trust and, in such capacity has dispository power over the shares of Class A common stock owned by such trust, 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 such person's 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
2022-11-03
/s/ Robert J. Willette, Attorney-in-Fact
2022-11-03
/s/ Robert J. Willette, Attorney-in-Fact
2022-11-03