Form 4 for ACDC ProFrac Holding Corp.
Accepted 2023-04-26 00:00:00 ET · period of report 2023-04-10 · accession 0000899243-23-011705 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-04-26 | 2023-04-10 | ACDC | THRC Management, LLC | 10% | J - Other | — | -49.94M | 0 | -100% | — |
| D | 2023-04-26 | 2023-04-10 | ACDC | THRC Management, LLC | 10% | C - Cnv Deriv | — | +49.94M | 69.07M | +261% | — |
| D | 2023-04-26 | 2023-04-10 | ACDC | THRC Management, LLC | 10% | C - Cnv Deriv | $0.00 | -49.94M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B common stock, par value $0.01 per share | 2023-04-10 | J | D | 49,939,536 | — | 0 | D | — | — | (F4) Represents the surrender to the Issuer of 49,939,536 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. (F5) 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. (F3) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's 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 its 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. |
| 2 | Common | Class A common stock, par value $0.01 per share | 2023-04-10 | C | A | 49,939,536 | — | 69,067,625 | D | — | — | (F1) 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. (F2) Includes 94 shares of the Issuer's Class A common stock that were inadvertently omitted from the Reporting Persons' Form 4 filed on March 30, 2023. (F3) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's 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 its 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. |
| 3 | Derivative | ProFrac Holdings, LLC Units | 2023-04-10 | C | D | 49,939,536 | $0.00 | 0 | D | — · — to — | 49,939,536 Class A common stock, par value $0.01 | (F5) 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. (F3) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's 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 its 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. |