SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GIBSON JOHN W JR

(Last)

(First)

(Middle)

10603 W. SAM HOUSTON PKWY N., SUITE 300

(Street)

HOUSTON

77064

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2020

3. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	570,000	⁽²⁾	D
Stock Options (right to buy)	⁽³⁾	12/21/2029	Common Stock	1,000,000	$1.93	D
Stock Options (right to buy)	⁽⁴⁾	12/31/2026	Common Stock	2,000,000	$1.93	D
Right to Purchase Common Stock	12/22/2019	03/21/2020	Common Stock	⁽⁵⁾	⁽⁶⁾	D

Explanation of Responses:

1. The restricted stock units vest in five equal annual installments beginning on December 22, 2020.

2. Each restricted stock unit represents a contingent right to receive one share of Flotek Industries, Inc. ("FTK") common stock.

3. The stock options vest in five equal annual installments beginning on December 22, 2020.

4. 33% of the stock options vest upon FTK common stock achieving a market price of $3.60; 66% of the stock options vest upon FTK common stock achieving a market price of $5.40; 100% of the stock options vest upon FTK common stock achieving a market price of $7.20, in each case over a 20-day consecutive trading day period from time to time during the performance period from January 1, 2020 through December 31, 2024. If the 20 consecutive day market price during such period is greater than $1.93 but less than $7.20, then the percentage of the stock option that will vest will be determined using linear interpolation as set forth in the reporting person's award agreement.

5. The reporting person has the right to purchase up to the lesser of: (a) 0.99% of the number of shares of FTK common stock outstanding immediately before such issuance, and (b) $500,000 of shares of FTK common stock.

6. The right to purchase common stock is exercisable at the then-current market price of the shares of FTK common stock on the date or dates of purchase.

Remarks:

Exhibit 24 - Section 16 Power of Attorney.

	/s/ Elizabeth T. Wilkinson, Attorney-in-Fact	01/10/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.