8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2012

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13270	90-0023731
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2930 W. Sam Houston Pkwy N., Suite 300 Houston, Texas		77043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 849-9911

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 21, 2012, Flotek Industries, Inc. (the “Company”) received a notice from the Plan Administrator for the Flotek Industries, Inc. 401(k) Plan (the “Plan”) of a blackout period (the “Blackout Period”) with respect to the Plan pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended. The Blackout Period is required because the Plan is changing its recordkeeper and service provider from ADP Retirement Services, Inc. to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its trustee from DWS Trust Company to Bank of America, N.A. During the Blackout Period, participants in the Plan will be unable to change their contribution rates, request withdrawals or distributions, request new loans, change investment selections or otherwise perform account transactions under the Plan, including with respect to common stock of the Company, which is an investment option under the Plan. The Blackout Period will begin at the close of the market (3:00 p.m. Central Time) on September 21, 2012 and is expected to end on October 23, 2012.

On August 24, 2012, the Company sent a notice to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the common stock of the Company (including with respect to derivatives) that apply to them during the Blackout Period. This notice was provided to directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended. A copy of such notice is attached as Exhibit 99.1 to this report and is incorporated herein by this reference.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting the Corporate Secretary, c/o Flotek Industries, Inc., 2930 W. Sam Houston Pkwy N., Suite 300, Houston, Texas.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Notice of Blackout Period to Directors and Executive Officers dated August 24, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLOTEK INDUSTRIES, INC.
Date: August 24, 2012	/s/ Jesse E. Neyman
	Jesse E. Neyman
	Executive Vice President, Finance

EXHIBIT INDEX

Exhibit Number	Description
99.1	Notice of Blackout Period to Directors and Executive Officers dated August 24, 2012.

EX-99.1

Exhibit 99.1

Memorandum

To:	Board of Directors and Executive Officers.
From:	Andrea Berry
Date:	August 24, 2012
Subject:	Trading Blackout for Flotek 401(k) Plan.

I am sending this notice to alert you to new, temporary restrictions on the trading of Flotek Industries, Inc. (the “Company”) securities that will affect you directly. The Company is in the process of changing the service provider of the Flotek Industries, Inc. 401(k) Plan (the “Plan”). The transition of the Plan to the new provider will begin on September 21, 2012 at 3:00 p.m. Central Time and is expected to end on October 23, 2012 (the “Blackout Period”). During the Blackout Period, all participants and other individuals able to direct Plan investments (e.g., former participants, beneficiaries of deceased participants, alternate payees) in the Plan will be prevented from engaging in transactions under the Plan, including sales of shares of common stock of the Company, obtaining loans or distributions from, or diversifying or otherwise changing account balances in the Plan.

The Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission (“SEC”) rules provide that, during the Blackout Period, all directors and executive officers are generally prohibited from buying or selling the Company’s common stock, exercising equity awards or otherwise engaging in transactions in the Company’s common stock, regardless of whether you participate in the Plan. This Blackout Period not only restricts your ability to engage in transactions in Company common stock held under the Plan, but also in Company common stock held in accounts outside of the Plan. The restrictions on trading during the Blackout Period are in addition to the restrictions in the Company’s Insider Trading Policy (and associated trading calendar). This means that during the period from September 21, 2012 at 3:00 p.m. Central Time through October 23, 2012, you will not be able to buy or sell any shares of Company common stock or exercise any stock options or stock appreciation rights, subject to certain limited exceptions set forth below.

The trading restrictions do not apply to certain transactions in Company securities, including:

• Bona fide gifts;

• Transactions pursuant to a 10b5-1 plan that was entered into prior to the beginning of the Blackout Period, provided you were unaware of the actual or approximate beginning or ending dates of the Blackout Period when it was entered into; and

• Sale of Company common stock that was not acquired in connection with your service or employment as a director or officer (which you must be able to prove).

If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

If you have any questions concerning the Blackout Period described in this notice, you should contact Andrea Berry in the Company’s HR Department, 2930 W. Sam Houston Pkwy N., Suite 300, Houston, Texas, 77043, at 713-726-5345, Monday through Friday, between 9:00 A.M. and 5:00 P.M., Central Time.

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