Accession Number: | 0000899243-22-034989 |
Date: | 2022-11-01 |
Issuer: | PROFRAC HOLDING CORP. (ACDC) |
Original Submission Date: |
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
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2022-11-01 | J | 826,376 | a | $0.00 | 826,376 | direct | ||
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2022-11-01 | 0 | $0.00 | 977,778 | indirect | ||||
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2022-11-01 | 0 | $0.00 | 10,732,715 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
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ID | footnote |
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f1 | pursuant to the agreement and plan of merger ("merger agreement") dated june 21, 2022, by and among 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 was converted into the right to receive 0.3366 shares of the issuer's class a common stock. |
f2 | received in exchange for 2,455,070 shares of usws class a common stock in connection with the above-referenced merger. 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' class a common stock was $7.41 per share. |
f3 | reflects 977,778 shares of the issuer's class a common stock held directly by farjo holdings, lp ("farjo holdings"), a texas limited partnership. the general partner of farjo holdings is farjo management, llc ("farjo management"), a texas limited liability company. 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. |
f4 | reflects 10,732,715 shares of the issuer's class a common stock held directly by the farris and jo ann wilks 2022 family trust, a texas irrevocable trust ("farris trust"). 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 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 class a common stock owned by such trust, and therefore may be deemed to beneficially own such shares. |
f5 | 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. |