Robert Wayne Drummond Jr Form 4 Keane / Robert Wayne Drummond Jr 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^*

Drummond Robert Wayne Jr

(Last) (First) (Middle)

C/O KEANE GROUP, INC.

2121 SAGE ROAD, SUITE 370

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Keane Group, Inc. [ FRAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2018

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

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
Restricted Stock Units	(1)	08/06/2018		A		161,013		(2)	(2)	Common Stock	161,013	$0.00	161,013	D
Restricted Stock Units	(1)	08/06/2018		A		161,013		(3)	(3)	Common Stock	161,013	$0.00	322,026	D
Restricted Stock Units	(1)	08/06/2018		A		85,874		(4)	(4)	Common Stock	85,874	$0.00	407,900	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of Keane Group, Inc.

2. The restricted stock units vest in three equal annual installments on each of December 31, 2018, 2019 and 2020. Vested shares will be delivered to the reporting person as soon as practicable following each vest date, but in no event later than March 15 following the end of the calendar year in which the shares vested.

3. The restricted stock units vest 100% on December 31, 2020. Vested shares will be delivered to the reporting person as soon as practicable following each vest date, but in no event later than March 15 following the end of the calendar year in which the shares vested.

4. The restricted stock units vest in two equal installments on each of August 6, 2019 and 2020. Vested shares will be delivered to the reporting person as soon as practicable following each vest date, but in no event later than March 15 following the end of the calendar year in which the shares vested.

Remarks:

	/s/ Kevin McDonald, attorney-in-fact	08/08/2018
	** 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.
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