| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/03/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock, par value $0.01 per share | 11/01/2022 | J(1) | 3,269,758 | A | (2) | 18,225,094 | D(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants (right to buy) | $477.89 | 11/01/2022 | J(4) | 42,744 | 11/25/2019 | 11/25/2025 | Class A common stock, par value $0.01 per share | 42,744 | (5) | 42,744 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated June 21, 2022, by and among the Issuer, U.S. Well Services, Inc., a Delaware Corporation ("USWS") and Thunderclap Merger Sub, Inc., a Delaware Corporation, on November 1, 2022 (the "Effective Date"), each issued and outstanding share of USWS' Class A common stock, par value $0.001 per share ("USWS Common Stock"), was converted into the right to receive 0.3366 shares of the Issuer's Class A common stock. |
| 2. Received in exchange for 9,714,080 shares of USWS Common Stock pursuant to the Merger Agreement. On the Effective Date, the closing price of the Issuer's Class A common stock was $22.08 per share, and the closing price of USWS Common Stock was $7.41 per share. |
| 3. THRC Holdings, LP ("THRC Holdings"), a Texas limited partnership, directly holds the securities of the Issuer. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of their 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 4. |
| 4. Pursuant to the Merger Agreement, on the Effective Date each issued and outstanding USWS Series A Warrant was canceled and converted into the right to receive a warrant to purchase a number of shares of the Issuer's Class A common stock equal to (i) the number of shares of USWS Common Stock underlying the USWS Series A Warrant, multiplied by (ii) 0.3366. |
| 5. Received in exchange for 2,666,669 USWS Series A Warrants pursuant to the Merger Agreement. |
| Remarks: |
| The Reporting Person is amending the Form 4 filed on November 3, 2022 (the "Form 4") to (i) add a line item reporting the 42,744 warrants to purchase shares of the Issuer's Class A common stock issued to the Reporting Person pursuant to the Merger Agreement, the underlying shares of which were inadvertently reported in the Form 4 as being directly owned by the Reporting Person, and (ii) correct the number of shares reported as being directly owned by the Reporting Person by (a) subtracting the 42,744 shares underlying the aforementioned warrants, (b) adding an additional 282 shares of the Issuer's Class A common stock received in exchange for shares of USWS Common Stock pursuant to the Merger Agreement, which were inadvertently omitted from the Form 4, and (c) adding 399 shares of the Issuer's Class A common stock that were inadvertently omitted from the Form 4. |
| /s/ Robert J. Willette, Attorney-in-Fact | 01/30/2023 | |
| /s/ Robert J. Willette, Attorney-in-Fact | 01/30/2023 | |
| /s/ Robert J. Willette, Attorney-in-Fact | 01/30/2023 | |
| ** 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. | ||