Flotek Industries (FTK) Form 4 FLOTEK INDUSTRIES / David Nierenberg 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^*

Nierenberg David

(Last) (First) (Middle)

10603 W SAM HOUSTON PKWY N

SUITE 300

(Street)

HOUSTON TX 77064

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2020

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
Common Stock	03/11/2020		P		147,069	A	$0.99	967,742	I	By The D3 Family Fund, LP(1)
Common Stock	03/12/2020		P		76,451	A	$0.9	1,044,193	I	By The D3 Family Fund, LP(1)
Common Stock	03/13/2020		P		76,451	A	$1.01	1,120,644	I	By The D3 Family Fund, LP(1)
Common Stock	03/11/2020		P		18,918	A	$0.99	90,463	I	By Haredale Ltd.(1)
Common Stock	03/12/2020		P		7,146	A	$0.9	97,609	I	By Haredale Ltd.(1)
Common Stock	03/13/2020		P		7,146	A	$1.01	104,755	I	By Haredale Ltd.(1)
Common Stock	03/11/2020		P		363,618	A	$0.99	1,919,013	I	By The D3 Family Bulldog Fund, LP(1)
Common Stock	03/12/2020		P		151,600	A	$0.9	2,070,613	I	By The D3 Family Bulldog Fund, LP(1)
Common Stock	03/13/2020		P		151,601	A	$1.01	2,222,214	I	By The D3 Family Bulldog Fund, LP(1)
Common Stock								66,449	D(1)(2)

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

Explanation of Responses:

1. The reporting person disclaims ownership of these securities except to the extent of the reporting person's pecuniary interest therein.

2. The reporting person is the sole owner of the general partner of The D3 Family Fund, LP, The D3 Family Bulldog Fund, LP and Haredale Ltd. (collectively, the "Funds"). Pursuant to separate contractual arrangements with each Fund, the reporting person is required to transfer all shares that he is awarded for service as a director of the Company to the respective Funds upon vesting of the shares. The reporting person's pecuniary interest in the shares is dictated by his contractual arrangements with the Funds.

Remarks:

	/s/ Elizabeth T. Wilkinson, attorney-in-fact for David Nierenberg	03/13/2020
	** 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.
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.