UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
ProFrac Holdings, LLC Units | (1) | (1) | Class A common stock, par value $0.01 | 1,220,978 | $ (1) | I (1) (2) (3) | Through limited partnership |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wilks Johnathan Ladd C/O PROFRAC HOLDING CORP. 333 SHOPS BOULEVARD, SUITE 301 WILLOW PARK, TX 76087 |
Chief Executive Officer |
/s/ Lance Turner, Attorney-in-Fact | 05/12/2022 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Third Amended and Restated Limited Liability Company Agreement of ProFrac Holdings, LLC (the "ProFrac Holdings LLC Agreement"), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the ProFrac Holdings LLC Agreement for each Unit redeemed. The Units do not expire. |
(2) | KWELL Holdings, LP ("KHLP"), a Texas limited partnership, directly holds the securities of the Issuer. KWELL Group, LLC ("KWELL Group"), a Texas limited liability company, as General Partner of KHLP, has exclusive voting and investment control over the shares of Class A common stock held by KHLP, and therefore may be deemed to beneficially own such shares. Ladd Wilks, as a manager of KWELL Group, may exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by KHLP, and therefore may be deemed to beneficially own such shares. |
(3) | (Continued from Footnote 2) The Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any equity securities covered by this Form 3. |
Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney |