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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/03/2017 | 3. Issuer Name and Ticker or Trading Symbol Keane Group, Inc. [ FRAC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 104,187 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Contingent Value Rights (Put Equivalent)(1) | 04/10/2018 | 04/10/2018 | Common Stock | 104,187 | 19(2) | D |
Explanation of Responses: |
1. Keane Group, Inc. (the "Company") acquired RockPile Energy Services, LLC ("RockPile") pursuant to a Purchase Agreement, dated May 18, 2017, by and among the Company, RockPile and holders of equity interests of RockPile (the "Acquisition"). In connection with the Acquisition, Robert Curt Dacar (the "Reporting Person"), as a RockPile equityholder, was entitled to elect to receive consideration including, but not limited to, 104,187 shares of the Company's common stock and 104,187 contingent value rights ("CVRs"), as described in the Contingent Value Rights Agreement, dated July 3, 2017, by and among the Company, RockPile and certain other equityholders of RockPile, including the Reporting Person (the "CVR Agreement"). |
2. Each CVR entitles the holder to receive, on April 10, 2018, a cash payment equal to the excess, if any, of $19.00 over the value-weighted average price of a share of common stock over a certain period as described in the CVR Agreement; provided that such cash payment per CVR (i) shall not exceed $2.30 and (ii) may be further limited under certain circumstances as described in the CVR Agreement. |
Remarks: |
/s/ Kevin McDonald, attorney-in-fact | 07/05/2017 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |