Wilks Brothers Form 4 Approach Resources / Farris Wilks 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^*

Wilks Brothers, LLC

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Approach Resources Inc [ AREX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

4. 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 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 Stock	05/31/2017		P		100,000(1)	A	$2.6213	34,351,300	D(2)(3)
Common Stock	06/02/2017		P		100,000(1)	A	$2.6051	34,451,300	D(2)(3)

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

1. Name and Address of Reporting Person^*

Wilks Brothers, LLC

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Dan H.

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Staci

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wilks Farris

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SDW Investments, LLC

(Last) (First) (Middle)

17010 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

Explanation of Responses:

1. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Wilks Brothers, LLC on May 5, 2017.

2. These shares are owned directly by Wilks Brothers, LLC.

3. See Remarks.

Remarks:

Wilks Brothers, LLC is a 10% owner of the Common Stock. Wilks Brothers, LLC may be deemed to be a member of a group with Dan H. Staci Wilks, Farris Wilks and SDW Investments, LLC for purposes of Section 13(d) of the Exchange Act. Dan H. Wilks is the managing member of Wilks Brothers, LLC and the managing member of SDW Investments, LLC. Staci Wilks is the managing member of SDW Investments, LLC. Farris Wilks is the managing member of Wilks Brothers, LLC. Dan H. Wilks and Staci Wilks are husband and wife and Dan H. Wilks and Farris Wilks are brothers. SDW Investments, LLC beneficially owns 6,140,300 shares of Common Stock. 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.

	Dan H. Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact	06/02/2017
	Staci Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact	06/02/2017
	Farris Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact	06/02/2017
	WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact	06/02/2017
	SDW Investments, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact	06/02/2017
	** 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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