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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wilks Johnathan Ladd

(Last) (First) (Middle)
C/O PROFRAC HOLDING CORP
333 SHOPS BOULEVARD, SUITE 301

(Street)
WILLOW PARK TX 76087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/07/2023
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
Class A common stock, par value $0.01 per share 03/31/2023 A 45,643(1) D $0.00 105,319 D
Class A common stock, par value $0.01 per share 1,220,978(2) I Through Limited Partnership
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 original Form 4, filed on April 7, 2023, is being amended solely to correct an administrative error, which erroneously resulted in the inclusion in Table 1 of 45,643 restricted stock units to the reporting person under the ProFrac Holding Corp. 2022 Long Term Incentive Plan. The units should not have been included in the original total because the units have performance conditions that were not met and could not have been met at the time of the original reporting.
2. KWELL Holdings, LP ("KHLP"), a Texas limited partnership, directly holds these securities. 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 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. The Reporting Person disclaims beneficial ownership of all equity securities being reported herein except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Steven Scrogham, Attorney-in-Fact 04/02/2024
** 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).

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