Nierenberg David Form 4 FLOTEK INDUSTRIES / David Nierenberg ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Nierenberg David

(Last) (First) (Middle)

8846 N. SAM HOUSTON PKWY W.

(Street)

HOUSTON TX 77064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Shares	03/21/2022		C		1,036,214(1)	A	$0	2,595,383	I	By The D3 Family Fund, LP
Common Shares	03/21/2022		C		1,680,008(1)	A	$0	4,795,960	I	By The D3 Family Bulldog Fund, LP
Common Shares	03/21/2022		C		76,808(1)	A	$0	242,656	I	By Haredale Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Debt	$1.0881	03/21/2022		C			$1,127,530.83(2)	02/02/2022	02/02/2023	Common Shares	$1,127,530.83	(3)	$0	I	D3 Family Fund, LP
Convertible Debt	$1.0881	03/21/2022		C			$1,828,058.75(2)	02/02/2022	02/03/2023	Common Shares	$1,828,058.75	(3)	$0	I	D3 Family Bulldog Fund, LP
Convertible Debt	$1.0881	03/21/2022		C			$83,577.08(2)	02/02/2022	02/02/2023	Common Shares	$83,577.08	(3)	$0	I	Haredale Limited

Explanation of Responses:

1. Shares from conversion of convertible debt listed in Table II.

2. Includes 10% PIK interest accrued through the date prior to the conversion date.

3. Convertible Debt was purchased on Feb 2, 2022 by The D3 Family Fund, LP, the D3 Family Bulldog Fund, LP and Haredale Ltd. for a cumulative amount of $3,000,000

Remarks:

10% PIK convertible debt issued on Feb 2, 2022 was converted early on Mar 21, 2022 at a conversion price of $1.088125.

	/s/ Nicholas J. Bigney, attorney-in-fact	03/23/2022
	** 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).
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