SEC Info - Wilks Farris, et al. - ‘4’ for 4/10/23 re: ProFrac Holding Corp.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wilks Farris

2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ACDC]

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

_____ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

17018 INTERSTATE 20

3. Date of Earliest Transaction (Month/Day/Year)
4/10/23

(Street)

CISCO, TX 76437

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

Amount

(A) or (D)

Price

Class A common stock, par value $0.01 per share

4/10/23

47,508,329

⁽¹⁾

58,241,444

See Footnotes ⁽²⁾ ⁽⁶⁾

Class A common stock, par value $0.01 per share

977,778

See Footnotes ⁽³⁾ ⁽⁶⁾

Class A common stock, par value $0.01 per share

826,376

Class B common stock, par value $0.01 per share

4/10/23

J ⁽⁴⁾

47,508,329

⁽⁴⁾

I ⁽⁵⁾

See Footnotes ⁽²⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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.

SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

ProFrac Holdings, LLC Units

⁽⁵⁾

4/10/23

47,508,329

⁽⁵⁾

Class A common stock, par value $0.01 per share

47,508,329

$ 0

I ⁽⁵⁾

See Footnotes ⁽²⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Wilks Farris
17018 INTERSTATE 20
CISCO, TX 76437

Farris & Jo Ann Wilks 2022 Family Trust
17018 INTERSTATE 20
CISCO, TX 76437

Wilks Jo Ann
17018 INTERSTATE 20
CISCO, TX 76437

Signatures

/s/ Javier Rocha, Attorney-in-Fact

4/26/23

^**Signature of Reporting Person

Date

/s/ Javier Rocha, Attorney-in-Fact

4/26/23

^**Signature of Reporting Person

Date

/s/ Javier Rocha, Attorney-in-Fact

4/26/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

Units of ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac LLC"), which represent limited liability company interests of ProFrac LLC and a corresponding number of shares of the Issuer's Class B common stock, were exchanged on a one-for-one basis for shares of the Issuer's Class A common stock, pursuant to the Third Amended and Restated Limited Liability Company Agreement of ProFrac LLC (the "ProFrac LLC Agreement"). See footnote 4 below.

(2)

Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust ("Farris Trust"), directly holds the securities of the Issuer. The number of shares owned by the Farris Trust is subject to change based on an appraisal. Farris C. Wilks serves as a trustee of the Farris Trust and, in such capacity has voting and dispository power over the shares of the Issuer's Class A common stock owned by such trust, and therefore may be deemed to beneficially own such shares. Jo Ann Wilks serves as a trustee of the Farris Trust and, in such capacity has dispository power over the shares of the Issuer's Class A common stock owned by such trust, and therefore may be deemed to beneficially own such shares.

(3)

Reflects 977,778 shares of the Issuer's Class A common stock held directly by FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"). The General Partner of FARJO Holdings is FARJO Management, LLC, a Texas limited liability company ("FARJO Management"). FARJO Management, as General Partner of FARJO Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by FARJO Holdings, and therefore may be deemed to beneficially own such shares. Farris C. Wilks, as sole manager of FARJO Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by FARJO Holdings, and therefore may be deemed to beneficially own such shares.

(4)

Represents the surrender to the Issuer of 47,508,329 shares of the Issuer's Class B common stock, pursuant to the ProFrac LLC Agreement, in connection with the exchange of ProFrac LLC Units for shares of the Issuer's Class A common stock.

(5)

Each share of the Issuer's 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 ProFrac LLC Unit may be coupled with a share of the Issuer's Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the ProFrac LLC Agreement, newly-issued shares of the Issuer's Class A common stock on a one-for-one basis or for a cash payment to be determined pursuant to the ProFrac LLC Agreement for each ProFrac LLC Unit redeemed. The ProFrac LLC Units do not expire.

(6)

Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of such person's 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.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney (Farris and Jo Ann Wilks 2022 Family Trust); Exhibit 24.2 - Power of Attorney (Farris Wilks); Exhibit 24.3 - Power of Attorney (Jo Ann Wilks)

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
C	Conversion of derivative security.
J	Other acquisition or disposition.

Wilks Farris, et al. – ‘4’ for 4/10/23 re: ProFrac Holding Corp.

On: Wednesday, 4/26/23, at 6:11am ET · For: 4/10/23 · Accession #: 899243-23-11704 · File #: 1-41388

Previous ‘4’: ‘4/A’ on 1/30/23 for 11/1/22 · Next: ‘4’ on 6/14/23 for 6/9/23 · Latest: ‘4/A’ on 11/2/23 for 10/27/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

‘4’ — Form 4 Submission — doc4.xml/4.7

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Wilks Farris, et al. – ‘4’ for 4/10/23 re: ProFrac Holding Corp.

On: Wednesday, 4/26/23, at 6:11am ET · For: 4/10/23 · Accession #: 899243-23-11704 · File #: 1-41388

Previous ‘4’: ‘4/A’ on 1/30/23 for 11/1/22 · Next: ‘4’ on 6/14/23 for 6/9/23 · Latest: ‘4/A’ on 11/2/23 for 10/27/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Form 4 Submission — doc4.xml/4.7

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents