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    SEC Form SC 13D/A filed by Flotek Industries Inc. (Amendment)

    12/28/22 4:15:37 PM ET
    $FTK
    Major Chemicals
    Industrials
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    SC 13D/A 1 eh220293338_13da5-flotek.htm AMENDMENT NO. 5
     

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

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 5)*

     

    Flotek Industries, Inc.
    (Name of Issuer)
     
    Common Stock, $0.0001 par value
    (Title of Class of Securities)
     
    343389102
    (CUSIP Number)
     

    Edward E. Murphy

    c/o North Sound Management, Inc.

    115 East Putnam Avenue

    Greenwich, CT 06830

    (203) 340-8306

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)
     
    December 28, 2022
    (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. ☐

    Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    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).

     

     

      

     

     

    CUSIP No. 343389102 SCHEDULE 13D Page 2 of 6

     

     

    1

    NAME OF REPORTING PERSON

     

    North Sound Management, Inc.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    OO

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    5,573,036

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    5,573,036

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    5,573,036

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    6.9%

     
    14

    TYPE OF REPORTING PERSON

     

    IA, CO

     

     

     

      

     

     

    CUSIP No. 343389102 SCHEDULE 13D Page 3 of 6

     

     

    1

    NAME OF REPORTING PERSON

     

    Brian Miller

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    OO

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States of America

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    5,573,036

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    5,573,036

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    5,573,036

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    6.9%

     
    14

    TYPE OF REPORTING PERSON

     

    IN

     

     

     

      

     

     

    CUSIP No. 343389102 SCHEDULE 13D Page 4 of 6

     

     

    1

    NAME OF REPORTING PERSON

     

    North Sound Trading, LP

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)  ☐

    (b)  ☐

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    OO

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    5,573,036

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    5,573,036

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    5,573,036

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    6.9%

     
    14

    TYPE OF REPORTING PERSON

     

    PN

     

     

     

      

     

     

    CUSIP No. 343389102 SCHEDULE 13D Page 5 of 6

     

    This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 10, 2019 and amended through the date hereof (as so amended, the “Schedule 13D”) and is being filed with the SEC on behalf of North Sound Management, Inc., a Delaware corporation (“NS Manager”), Brian Miller, a United States citizen and North Sound Trading, LP, a Delaware limited partnership (“NS Trading” and, together with NS Manager and Mr. Miller, the “Reporting Persons”). This Schedule 13D relates to the shares of common stock, par value $0.0001 per share (“Common Stock”), of Flotek Industries, Inc., a Delaware corporation (the “Company”).

    Item 5.Interest in Securities of the Issuer.

    Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

    Beneficial ownership by each person named herein gives effect to the conversion limitation described in Item 6 below and is based upon 77,507,267 Shares outstanding as of November 7, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

    (a) Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 5,573,036 shares of Common Stock, constituting approximately 6.9% of the outstanding shares of Common Stock.

    The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.

    (b) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Reporting Persons.

    (c) On December 28, 2022, the Reporting Persons sold 1,500,000 shares of Common Stock in a private transaction at a price of $1.16 per share.

    (d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

    (e) Not Applicable.

      

     

     

    CUSIP No. 343389102 SCHEDULE 13D Page 6 of 6

     

     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Dated: December 28, 2022

     

      NORTH SOUND MANAGEMENT, INC.  
             
      By:

    /s/ Brian Miller

     
        Name: Brian Miller  
        Title:  President  

     

     

      NORTH SOUND TRADING, LP  
             
      By:

    North Sound Management, Inc., its

    general partner

     
           
      By: /s/ Brian Miller  
        Name: Brian Miller  
        Title: President  

     

     

      /s/ Brian Miller  
      Brian Miller  
             

     

     

      

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