Wilks Brothers, Llc converted options into 5,811,765 shares (SEC Form 4)
$DWSN
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DAWSON GEOPHYSICAL CO [ DWSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock, par value $0.01 per share | 09/13/2023 | C(1) | 5,811,765 | A | $1.7 | 24,609,095(2) | I(2)(3) | See Footnote(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note (convertible into Common Stock) | $1.7 | 09/13/2023 | C(1) | 5,811,765 | 09/13/2023 | 06/30/2024 | Class A common stock, par value $0.01 per share | 5,811,765 | (1) | 24,609,095(2) | I(2)(3) | See Footnote(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On September 13, 2023, Dawson Geophysical Company ("Dawson") held a virtual special meeting of its stockholders. At the Special Meeting, Dawson's stockholders voted and approved the issuance of 5,811,765 shares of Common Stock of Issuer to Wilks Brothers, LLC ("Wilks Brothers") upon conversion of $9,880,000.50 in principal amount of the Convertible Note dated March 24, 2023 between Dawson and Wilks at a conversion price of $1.70 per share. Upon such approval, the Convertible Note automatically converted in full into the Conversion Shares upon such approval. |
| 2. Consists of (i) 9,111,736 directly owned by Wilks, (ii) 15,547,010 shares of the Issuer's Common Stock directly owned by WB Acquisitions, and (iii) 349 shares of the Issuer's Common Stock directly owned by Staci Wilks. |
| 3. Wilks Brothers is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. WB Acquisitions, Inc. ("WB Acquisitions") is an affiliate of Wilks Brothers. Dan H. Wilks and Farris Wilks are brothers; Dan H. Wilks and Staci Wilks are husband and wife and share the same household; Matthew D. Wilks is the Director of the Issuer and VP - Investments of Wilks Brothers; and Sergei Krylov, is the Director of the Issuer and Chief Financial Officer of Wilks Brothers. Matthew D. Wilks and Sergei Krylov were each inadvertently excluded in prior filings and have been added as Reporting Persons. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on June 29, 2023 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. (Continued in footnote 4) |
| 4. (Continued from footnote 3) Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
| Remarks: |
| /s/ Javier Rocha, Attorney-in-Fact | 10/30/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||