Sec Form 4 Filing - Wilks Brothers, LLC @ Approach Resources Inc - 2017-05-12

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wilks Brothers, LLC
2. Issuer Name and Ticker or Trading Symbol
Approach Resources Inc [ AREX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
17010 IH 20
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2017
(Street)
CISCO, TX76437
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 05/12/2017 P 50,000 ( 1 ) A $ 2.8886 33,376,300 D ( 2 ) ( 3 )
Common Stock 05/15/2017 P 100,000 ( 1 ) A $ 3.0156 33,476,300 D ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilks Brothers, LLC
17010 IH 20
CISCO, TX76437
X See Remarks
Wilks Dan H.
17010 IH 20
CISCO, TX76437
X
Wilks Staci
17010 IH 20
CISCO, TX76437
X
Wilks Farris
17010 IH 20
CISCO, TX76437
X
SDW Investments, LLC
17010 IH 20
CISCO, TX76437
X
Signatures
Dan H. Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 05/15/2017
Signature of Reporting Person Date
Staci Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 05/15/2017
Signature of Reporting Person Date
Farris Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact 05/15/2017
Signature of Reporting Person Date
WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 05/15/2017
Signature of Reporting Person Date
SDW Investments, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact 05/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Wilks Brothers LLC on May 5, 2017.
( 2 )These shares are owned directly by Wilks Brothers, LLC.
( 3 )See Remarks

Remarks:
Wilks Brothers, LLC is a 10% owner of the Common Stock. Wilks Brothers, LLC may be deemed to be a member of a group with Dan H. Staci Wilks, Farris Wilks and SDW Investments, LLC for purposes of Section 13(d) of the Exchange Act. Dan H. Wilks is the managing member of Wilks Brothers, LLC and the managing member of SDW Investments, LLC. Staci Wilks is the managing member of SDW Investments, LLC. Farris Wilks is the managing member of Wilks Brothers, LLC. Dan H. Wilks and Staci Wilks are husband and wife and Dan H. Wilks and Farris Wilks are brothers. SDW Investments, LLC beneficially owns 6,140,300 shares of Common Stock. 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.

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).
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