Johnathan Ladd Wilks Form 3 ProFrac Holding / Johnathan Ladd Wilks ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wilks Johnathan Ladd

(Last) (First) (Middle)

C/O PROFRAC HOLDING CORP.

333 SHOPS BOULEVARD, SUITE 301

(Street)

WILLOW PARK TX 76087

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2022

3. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ PFHC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock, par value $0.01	1,220,978	I(1)(2)(3)	Through limited partnership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
ProFrac Holdings, LLC Units	(1)	(1)	Class A common stock, par value $0.01	1,220,978	(1)	I(1)(2)(3)	Through limited partnership

Explanation of Responses:

1. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Third Amended and Restated Limited Liability Company Agreement of ProFrac Holdings, LLC (the "ProFrac Holdings LLC Agreement"), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the ProFrac Holdings LLC Agreement for each Unit redeemed. The Units do not expire.

2. KWELL Holdings, LP ("KHLP"), a Texas limited partnership, directly holds the securities of the Issuer. KWELL Group, LLC ("KWELL Group"), a Texas limited liability company, as General Partner of KHLP, has exclusive voting and investment control over the shares of Class A common stock held by KHLP, and therefore may be deemed to beneficially own such shares. Ladd Wilks, as a manager of KWELL Group, may exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by KHLP, and therefore may be deemed to beneficially own such shares.

3. (Continued from Footnote 2) The Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any equity securities covered by this Form 3.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Lance Turner, Attorney-in-Fact	05/12/2022
	** 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 5 (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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