Farris Wilks Form 3 FLOTEK INDUSTRIES / Staci 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^*

ProFrac Holdings II, LLC

(Last) (First) (Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK TX 76087

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2022

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

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

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

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

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

	Form filed by One Reporting Person
X	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)

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
10% Convertible PIK Notes(1)(2)(3)	03/04/2022(4)(5)	02/02/2023(4)(5)	Common Stock	18,380,242(6)	1.0881(5)	D(1)(2)(3)

1. Name and Address of Reporting Person^*

ProFrac Holdings II, LLC

(Last) (First) (Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK TX 76087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ProFrac Holdings, LLC

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THRC Holdings, LP

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THRC Management, LLC

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Farris

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Dan H.

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Staci

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

Explanation of Responses:

1. ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings II is a wholly-owned subsidiary of ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"). Each of Farris Wilks and THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), owns 50% of the membership interests in ProFrac Holdings. In addition, Farris Wilks and Dan Wilks are the sole managers of ProFrac Holdings. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the securities of the Issuer held by THRC Holdings, and therefore may be deemed to beneficially own such securities. Dan Wilks, as sole manager of THRC Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the securities of the Issuer beneficially owned

2. Continued from footnote 1) 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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.

3. On March 4, 2022, ProFrac Holdings transferred all of its right, title and interest in $20,000,000 in aggregate principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") to ProFrac Holdings II, which became the direct holder of the Notes as a result of such transfer.

4. Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable to ProFrac Holdings II on February 2, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with its terms.

5. Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings II at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price.

6. This number represents the number of shares of Common Stock issuable to ProFrac Holdings II upon conversion of the Notes if ProFrac Holdings II elects to convert the Notes based on the aggregate principal amount of the Notes (as described in footnote 4 above), not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above).

Remarks:

	/s/ Matthew Wilks as attorney-in-fact	03/24/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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