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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Flowco Holdings Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
342909108 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WD Thunder CV Ultimate GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,483,588.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
40.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Reporting Person holds power over shares of Class A Common Stock (as defined below in Item 2) held by WD Thunder CV Parallel LP, WD Thunder CV LP, and WD Thunder CV IND LP through their general partner, WD Thunder CV GP LP, which is managed by Reporting Person. Reporting Person holds power over shares of Class B Common Stock (as defined below in Item 2) held by WDE Flogistix Aggregate LLC as the general partner of its sole manager.
(2) This calculation is based on a combined total of 35,822,145 shares of Class A Common Stock and Class B Common Stock outstanding. This combined total consists of (a) 25,721,620 shares of Class A Common Stock outstanding, as disclosed by the Issuer (as defined below in Item 2) in its Annual Report on Form 10-K, filed with U.S. Securities and Exchange Commission on March 20, 2025 (the "10-K") and (b) assumes that all 10,100,525 shares of Class B Common Stock beneficially owned by the Reporting Person, and no other shares of Class B Common Stock, along with an equivalent number of Common Units (as defined below in Item 2), were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WD Thunder CV GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,483,588.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
40.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Reporting Person holds power over shares of Class A Common Stock held by WD Thunder CV Parallel LP, WD Thunder CV LP, and WD Thunder CV IND LP as their respective general partner. Reporting Person holds power over shares of Class B Common Stock held by WDE Flogistix Aggregate LLC as its sole manager.
(2) This calculation is based on a combined total of 35,822,145 shares of Class A Common Stock and Class B Common Stock outstanding. This combined total consists of (a) 25,721,620 shares of Class A Common Stock outstanding as of March 20, 2025, as disclosed in the 10-K and (b) assumes that all 10,100,525 shares of Class B Common Stock beneficially owned by the Reporting Person, and no other shares of Class B Common Stock, along with an equivalent number of Common Units, were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WD Thunder CV IND LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
92,644.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of shares of Class A Common Stock.
(2) This calculation is based on 25,721,620 shares of Class A Common Stock outstanding as of March 20, 2025, as disclosed in the 10-K.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WD Thunder CV Parallel LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,325,253.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.93 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of shares of Class A Common Stock.
(2) This calculation is based on 25,721,620 shares of Class A Common Stock outstanding as of March 20, 2025, as disclosed in the 10-K.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WD Thunder CV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
965,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.75 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of shares of Class A Common Stock.
(2) This calculation is based on 25,721,620 shares of Class A Common Stock outstanding as of March 20, 2025, as disclosed in the 10-K.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. | 342909108 |
| 1 | Names of Reporting Persons
WDE Flogistix Aggregate LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,525.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of shares of Class B Common Stock and an equivalent number of Common Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Restated LLC Agreement (as defined below in Item 2).
(2) This calculation is based on a combined total of 35,822,145 shares of Class A Common Stock and Class B Common Stock outstanding. This combined total consists of (a) 25,721,620 shares of Class A Common Stock outstanding as of March 20, 2025, as disclosed in the 10-K and (b) assumes that all 10,100,525 shares of Class B Common Stock beneficially owned by the Reporting Person, and no other shares of Class B Common Stock, along with an equivalent number of Common Units, were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
(3) Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Flowco Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
1300 Post Oak Blvd., Suite 450, Houston, TX 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
WD Thunder CV Ultimate GP LLC ("WD GP");
WD Thunder CV GP LP ("CV GP");
WD Thunder CV IND LP ("CF IND");
WD Thunder CV Parallel LP ("CF Parallel");
WD Thunder CV LP ("CF Main"); and
WDE Flogistix Aggregate LLC (each, a "Reporting Person" and, collectively, the "Reporting Persons")
This statement on Schedule 13G (this "Statement") relates to the shares of Common A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") held by the Reporting Persons as well as the shares of Common A Common Stock that the Reporting Persons have the right to acquire upon exchange of the Paired Interests (as defined below in this Item 2). Each Common Unit of Flowco MergeCo (the "Common Unit") is paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally, will be cancelled. | |
| (b) | Address or principal business office or, if none, residence:
700 Louisiana Street, Suite 4700, Houston, Texas 77002 | |
| (c) | Citizenship:
WD GP is a Delaware limited liability company; CV GP is a Delaware limited partnership; CF IND is a Delaware limited partnership; CF Parallel is a Delaware limited partnership; CF Main is a Delaware limited partnership; and WDE Flogistix is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
342909108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each of CF IND, CF Parallel, CF Main and WDE Flogistix are the direct beneficial owners of the securities reported in this Schedule 13G. CV GP is the general partner of each of CF IND, CF Parallel and CF Main, and is the sole manager of WDE Flogistix. WD GP, which is controlled by a board of managers consisting of four members, is the general partner of CV GP.
WD GP: 14,483,588
CV GP: 14,483,588
CF IND: 92,644
CF Parallel: 3,325,253
CF Main: 965,166
WDE Flogistix: 10,100,525 | |
| (b) | Percent of class:
The percentage of each Reporting Person set forth herein is calculated based on 25,721,620 shares of Class A Common Stock outstanding as of March 19, 2025, as reported on the Issuer's annual report on Form 10-K, filed on March 20, 2025, plus the shares of Class A Common Stock that each Reporting Person has the right to acquire upon exchange of the Paired Interests, which amount has been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
WD GP: 40.43%
CV GP: 40.43%
CF IND: 0.36%
CF Parallel: 12.93%
CF Main: 3.75%
WDE Flogistix: 28.20 | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
WD GP: 0
CV GP: 0
CF IND: 0
CF Parallel: 0
CF Main: 0
WDE Flogistix: 0 | ||
| (ii) Shared power to vote or to direct the vote:
WD GP: 14,483,588
CV GP: 14,483,588
CF IND: 92,644
CF Parallel: 3,325,253
CF Main: 965,166
WDE Flogistix: 10,100,525 | ||
| (iii) Sole power to dispose or to direct the disposition of:
WD GP: 0
CV GP: 0
CF IND: 0
CF Parallel: 0
CF Main: 0
WDE Flogistix: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
WD GP: 14,483,588
CV GP: 14,483,588
CF IND: 92,644
CF Parallel: 3,325,253
CF Main: 965,166
WDE Flogistix: 10,100,525 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Exhibit B attached to this Schedule 13G (the "Separately Filing Group Members"). It is the understanding of the Reporting Persons that the Separately Filing Group Members have filed or are filing separate statements pursuant to Section 13(d) of the Act and the rules promulgated thereunder. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that the Separately Filing Group Members may be deemed to beneficially own. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Comments accompanying signature:
Exhibit Information
Exhibit A - Joint Filing Agreement.
Exhibit B - Separately Filing Group Members.