Item 3. | Source or Amount of Funds or Other Consideration. |
The Reporting Persons acquired, through open market purchases, in the aggregate 11,000,000 shares of Common Stock for an aggregate purchase price of $31,805,735.46, including brokerage commissions. The sources of funding for these purchases were personal capital and working capital of the Reporting Persons.
Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock in the open market, private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons intend to continue to consider, explore and/or develop plans and may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer’s management and board of directors (the “Board”), engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, strategic transactions, including business combinations, a sale of the Issuer as a whole or in parts or acquisitions or investments by the Issuer, Board structure (including Board composition), operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(a) - (b) Each Reporting Person’s beneficial ownership of the Common Stock as of the date of this Schedule 13D is reflected on that Reporting Person’s cover page. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 11,000,000 shares of Common Stock, representing 5.13% of the 214,365,310 shares of Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2020.
Each of the Reporting Persons may be deemed to have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 11,000,000 shares of Common Stock. THRC Holdings beneficially owns 11,000,000 shares of Common Stock, representing 5.13% of the issued and outstanding shares of Common Stock. THRC Management, as General Partner of THRC Holdings, has exclusive voting and investment power over the shares of Common Stock held by THRC Holdings, and therefore may be deemed to share beneficial ownership of such shares. 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 shares of Common Stock directly owned by THRC Holdings and therefore may be deemed to share beneficial ownership of such shares.
(c) The transactions in the shares of Common Stock during the past sixty (60) days are set forth in Schedule I and are incorporated herein by reference.