Sec Form 13D Filing - THRC Holdings LP filing for ProPetro Holding Corp. (PUMP) - 2021-12-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PROPETRO HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74347M108

(CUSIP Number)

Matt D. Wilks

C/O Wilks Brothers, LLC

17010 IH 20

Cisco, Texas 76437

Telephone: (817)-850-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2021, as amended by Amendment No. 1 thereto filed with the SEC on September 29, 2021 (the “Schedule 13D”) by the Reporting Persons relating to the shares of common stock, par value $0.001 per share (the “Common Stock”) of ProPetro Holding Corp., a Delaware corporation (the “Issuer”).

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in Schedule 13D.

Item 3 of the Schedule 13D is hereby amended to include the following:

The shares of Common Stock reported herein were acquired in open-market transactions using working capital of THRC Holdings, LP.

The information set forth in Item 5 of this Amendment is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Item 5(a), (b) and (c) as follows:

(a)–(b) Each Reporting Person’s beneficial ownership of the Common Stock as of the date of this Amendment is reflected on that Reporting Person’s cover page. The Reporting Persons may be deemed to beneficially own, in the aggregate, 8,956,963 shares of Common Stock, representing approximately 8.66% of the Issuer’s issued and outstanding shares of Common Stock, based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the SEC on November 4, 2021.

Each of the Reporting Persons may be deemed to have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 8,956,963 shares of Common Stock, representing approximately 8.66% of the Issuer’s issued and outstanding shares of Common Stock, based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 4, 2021.

THRC Management, LLC, as General Partner of THRC Holdings, LP, has exclusive voting and investment power over the shares of Issuer’s Common Stock held by THRC Holdings, LP, and therefore may be deemed to share beneficial ownership of such shares. Dan Wilks, as sole Manager of THRC Management, LLC, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the shares of the Issuer’s Common Stock directly owned by THRC Holdings, LP, and therefore may be deemed to share beneficial ownership of such shares.

(c) The information set forth in Item 3 of this Amendment is incorporated herein by reference.

The transactions in the shares of Common Stock by the Reporting Persons during the past sixty (60) days are set forth on Schedule I hereto which is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 22, 2021

Schedule I

Transactions in shares of Common Stock During the Past Sixty (60) Days