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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 [   ].

(1) Includes 178,468 shares of Common Stock granted to Mr. Nierenberg in his capacity as a director of the Issuer, of which 165,289 shares of Common Stock are vested and 13,179 shares of Common Stock that have not yet vested.

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D with respect to the shares of common stock (the “Common Stock”) of Flotek Industries Inc, (the “Issuer”) previously filed by or on behalf of the Reporting Persons (as defined below) (the “Schedule 13D”), by amending and/or supplementing such Items as indicated below.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On June 7, 2023, the Bulldog Fund and the Family Fund sold 538,920 shares of Common Stock and 211,080 shares of Common Stock, respectively, to Harshavardhan V. Agadi (“Harsha”), the Issuer’s Non-Executive Chairman.

The Family Fund and the Bulldog Fund elected to sell a small fraction of its shares to Harsha for two reasons:  (1) because the Issuer’s shares are thinly traded, our selling a block of shares to Harsha made it possible for him, as the Issuer’s new Chairman, to quickly accumulate a meaningful ownership stake in the Issuer, demonstrating his strong commitment to the successful turnaround of the Issuer, and (2) for tax planning purposes.

The sale of shares to Harsha does not reflect a reduction in the Reporting Persons’ belief in, or commitment to, a successful outcome for the Issuer. The Reporting Persons have retained the vast majority of their shares of the Issuer; and have no present intention to sell any more Common Stock. David Nierenberg will continue serving on the Issuer’s board of directors and all four of its standing committees.  The Reporting Persons have high confidence in Harsha, Ryan Ezell, Bond Clement, and the other members of the Issuer’s team and a strong belief in the benefits of the Issuer’s proprietary chemistry and data capture and measurement products.

Item 5.  Interest in Securities of the Issuer.

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

As of the close of business on the date hereof, the Family Fund individually beneficially owned 2,436,303 Shares, constituting approximately 2.8% of all of the outstanding Shares.

As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned  4,355,810 Shares, constituting approximately 4.9% of all of the outstanding Shares.

As of the close of business on the date hereof, Haredale Limited individually beneficially owned  247,660 Shares, constituting less than 1% of all of the outstanding Shares.

By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account, as discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 7,039,773 Shares, beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 8.0% of all of the outstanding Shares.

By virtue of his relationship with NIMCO, as discussed in further detail in Item 2, Mr. Nierenberg may be deemed to be the beneficial owner of the 7,218,241 Shares, consisting of (i) 178,468 Shares held directly and (ii) the 7,039,773 Shares beneficially owned by NIMCO, constituting approximately 8.2%% of all of the outstanding Shares.

The Reporting Persons, in the aggregate, beneficially own 7,218,241 Shares, constituting approximately 8.2% of the outstanding Shares. Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the Shares held by the Bulldog Fund.

The Managed Account has sole power to vote or direct the vote of the Shares held by the Managed account, and the Managed Account, NIMCO and Mr. Nierenberg have shared power to dispose or direct the disposition of, the Shares held by the Managed Account.

Mr. Nierenberg has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the Shares held directly by him.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

On June 7, 2023, the Bulldog Fund and the Family Fund entered into a purchase agreement with Harsha pursuant to which they sold 538,920 shares of Common Stock and 211,080 shares of Common Stock, respectively. The foregoing description is qualified in its entirety by the purchase agreement incorporated by reference in this filing as Exhibit 99.1 hereto.

Item 7.  Material to be filed as Exhibits

Exhibit 99.1                          Purchase Agreement, dated June 7, 2023, between Harshavardhan V. Agadi, D3 Family Bulldog Fund L.P. and D3 Family Fund L.P. 

SIGNATURE

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

	D3 Family Bulldog Fund, L.P.   By: Nierenberg Investment Management Company, Inc.,   Its: General Partner
June 9, 2023	By:	/s/ David Nierenberg
		David Nierenberg, President

	Haredale Ltd.   By: Nierenberg Investment Management Company, Inc.,   Its: Investment Manager
June 9, 2023	By:	/s/ David Nierenberg
		David Nierenberg,  President

	Nierenberg Investment Management Company, Inc.
June 9, 2023	By:	/s/ David Nierenberg
		David Nierenberg, President

June 9, 2023	/s/ David Nierenberg
	David Nierenberg