0000899243-22-029972.txt : 20220829 0000899243-22-029972.hdr.sgml : 20220829 20220829161238 ACCESSION NUMBER: 0000899243-22-029972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220621 FILED AS OF DATE: 20220829 DATE AS OF CHANGE: 20220829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holding Corp. CENTRAL INDEX KEY: 0001881487 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 221211384 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holdings II, LLC CENTRAL INDEX KEY: 0001918796 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 221211382 BUSINESS ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 817 850 3600 MAIL ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holdings, LLC CENTRAL INDEX KEY: 0001911179 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 221211383 BUSINESS ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 817 850 3600 MAIL ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 900023731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 BUSINESS PHONE: 7138499911 MAIL ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-21 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001881487 ProFrac Holding Corp. 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 0001911179 ProFrac Holdings, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 0001918796 ProFrac Holdings II, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 Warrants (right to buy) 2022-06-21 4 P 0 13104839 19500000.00 A 2022-06-21 Common Stock 13104839 13104839 I By ProFrac Holdings II, LLC ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4. On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares"). The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II. Subject to the conditions described in footnote 3 above, all or any part of the Warrants are exercisable by its registered holder at any time and from time to time on or after the Closing Date and until the Warrants are exercised in full. /s/ ProFrac Holding Corp., By: /s/ Robert J. Willette, Chief Legal Officer 2022-08-29 /s/ ProFrac Holdings, LLC, By: /s/ Robert J. Willette, Chief Legal Officer 2022-08-29 /s/ ProFrac Holdings II, LLC, By: /s/ Robert J. Willette, Chief Legal Officer 2022-08-29