Amendment: SEC Form SCHEDULE 13D/A filed by ProFrac Holding Corp.
$ACDC
Oilfield Services/Equipment
Energy
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
PROFRAC HOLDING CORP. (Name of Issuer) |
Class A Common Stock, $0.01 par value (Title of Class of Securities) |
74319N100 (CUSIP Number) |
Dan Wilks 17018 IH 20, Cisco, TX, 76437 817-850-3600 Farris Wilks 17018 IH 20, Cisco, TX, 76437 817-850-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Dan H. Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,930,264.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 77,477,816 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,689,971 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC. Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation") owns 1,719,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife Staci Wilks are the Trustees of the Foundation.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
THRC Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,210,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 77,477,816 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,689,971 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
THRC Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,210,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 77,477,816 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,689,971 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Farris Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,784,669.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 1,316,534 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,070,315 shares of Class A Common Stock. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal). Farris Wilks owns 826,376 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Jo Ann Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,958,293.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) FARJO Holdings owns (i) 1,316,534 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,070,315 shares of Class A Common Stock. The Farris Trust owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal). FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Faris and Jo Ann Wilks 2022 Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
58,571,444.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Farris Trust owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
FARJO Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,386,849.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) FARJO Holdings owns (i) 1,316,534 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,070,315 shares of Class A Common Stock. FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
FARJO Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,386,849.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) FARJO Holdings owns (i) 1,316,534 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,070,315 shares of Class A Common Stock. FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Matthew Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,806,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Matthew D. Wilks owns 1,517,676 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Vice President of Investments of THRC Holdings, LP, a Texas limited partnership ("THRC Holdings") and Executive Chairman of the Issuer. JCMWZ, LLC owns 288,756 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Manager of JCMWZ, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 74319N100 |
| 1 |
Name of reporting person
Heavenly Father's Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,719,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Foundation owns 1,719,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife Staci Wilks are the Trustees of the Foundation.
(2) This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
PROFRAC HOLDING CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
333 SHOPS BOULEVARD, SUITE 301, WILLOW PARK,
TEXAS
, 76087. | |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is filed by THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), THRC Management, LLC, a Texas limited liability company ("THRC Management"), FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), Dan Wilks, the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation"), Farris Wilks, Jo Ann Wilks and Matthew D. Wilks (collectively, the "Reporting Persons") and relates to an aggregate of 144,521,365 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of ProFrac Holding Corp., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 333 Shops Boulevard, Suite 301, Willow Park, TX 76087.
This Amendment No. 9 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 27, 2022, as amended by Amendment No. 1 thereto filed with the SEC on July 7, 2022, Amendment No. 2 thereto filed with the SEC on November 28, 2022, Amendment No. 3 thereto filed with the SEC on January 30, 2023, Amendment No. 4 thereto filed with the SEC on April 26, 2023, Amendment No. 5 thereto filed with the SEC on June 5, 2023, Amendment No. 6 thereto filed with the SEC on May 30, 2024, Amendment No. 7 thereto filed with the SEC on September 30, 2024, and Amendment No. 8 thereto filed with the SEC on December 31, 2024 (collectively, the "Schedule 13D") by the Reporting Persons relating to shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of ProFrac Holding Corp. (the "Issuer").
Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, the Farris Trust, and the Foundation. | |
| (b) | The business address of Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, the Farris Trust, Farris Wilks, and Jo Ann Wilks is 17018 IH 20, Cisco, TX 76437. The business address of the Foundation is 949 Highway 203, Cisco, TX 76437. | |
| (c) | The principal occupation of each of Dan Wilks, Farris Wilks and Jo Ann Wilks, Matthew D. Wilks is self-employed investor. Matthew D. Wilks also serves as the Executive Chairman of the Issuer. THRC Holdings and FARJO Holdings are limited partnerships. THRC Management is a member-managed limited liability company. FARJO Management is a manager-managed limited liability company. The Farris Trust is an irrevocable trust. The Foundation is a 501(c)(3) private foundation. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of Matthew D. Wilks, Dan Wilks, Farris Wilks and Jo Ann Wilks is a citizen of the United States of America. THRC Holdings and FARJO Holdings are limited partnerships organized under the laws of the State of Texas. THRC Management and FARJO Management are limited liability companies organized under the laws of the State of Texas. The Farris Trust is an irrevocable trust organized under the laws of the State of Texas. The Foundation is a Texas Trust organized under the laws of the State of Texas and operating as a 501(c)(3) private foundation with a principal business office located in Texas. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The source of funds for the purchases of the shares of Class A Common Stock set forth on Schedule I by Matthew D. Wilks was personal funds. Such shares were purchased in the open market by Matthew D. Wilks.
The source of funds for the purchase of the shares of Class A Common Stock set forth on Schedule I by Farris Wilks was personal funds. Such shares were purchased in a private transaction by Farris Wilks.
See Item 4 of this Schedule 13D, which information is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
(a) The shares purchased as shown in Schedule I attached to this filing were acquired for general investment purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | In aggregate, the Reporting Persons are the beneficial owners of 144,521,365 shares of Class A Common Stock, representing approximately 88.66% of the Issuer's outstanding shares of Class A Common Stock. This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock.
Dan Wilks, THRC Holdings, THRC Management may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, Dan Wilks, THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by Matthew D. Wilks, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust.
THRC Holdings and THRC Management may be deemed to beneficially own the Class A Common Stock held by the Foundation, but each of THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by the Foundation.
Matthew D. Wilks may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but Matthew D. Wilks disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons.
FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons.
The Foundation may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but the Foundation disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. | |
| (b) | The number of shares of Class A Common Stock to which each Reporting Person has sole or shared voting or dispositive power is set forth on such Reporting Person's cover page to this Amendment. | |
| (c) | Except for the transactions set forth on Schedule I, none of the Reporting Persons effected any transaction in the Class A Common Stock in the last sixty days. | |
| (d) | None | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
1 Joint Filing Agreement, by and among the Reporting Persons, dated as of March 20, 2025.
2 Power of Attorney (Dan Wilks), dated as of March 20, 2025.
3 Power of Attorney (Matthew D. Wilks), dated as of March 20, 2025.
4 Power of Attorney (Jo Ann Wilks), dated as of March 20, 2025.
5 Power of Attorney (Faris Wilks), dated as of March 20, 2025.
6 Power of Attorney (Farris and Jo Ann Wilks Family Trust), dated as of March 20, 2025.
7 Power of Attorney (THRC Holdings, LP), dated as of March 20, 2025.
8 Power of Attorney (THRC Management, LLC), dated as of March 20, 2025.
9 Power of Attorney (FARJO Holdings, LP), dated as of March 20, 2025.
10 Power of Attorney (FARJO Management, LLC), dated as of March 20, 2025.
11 Power of Attorney (Heavenly Father's Foundation), dated as of March 20 2025.
I Schedule I | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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