Sec Form 4 Filing - Doss Michael J @ FTS International, Inc. - 2020-11-19

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Doss Michael J
2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc. [ FTSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2900
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2020
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/19/2020 J( 1 )( 2 ) 23,040 D 0 D
Class A Common Stock 11/19/2020 A 6,925 A 6,925 D
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
Restricted Stock Units $ 0 11/19/2020 J( 1 )( 2 ) 9,000 ( 4 ) ( 4 ) Common Stock 9,000 $ 0 0 D
Restricted Stock Units $ 0 11/19/2020 J( 1 )( 2 ) 9,000 ( 5 ) ( 5 ) Common Stock 9,000 $ 0 0 D
Warrant (right to buy) $ 33.04 11/19/2020 A 8,215 ( 6 ) 11/19/2023 Class A Common Stock 8,215 ( 6 ) 8,215 D
Warrant (right to buy) $ 37.14 11/19/2020 A 20,539 ( 6 ) 11/19/2023 Class A Common Stock 20,539 ( 6 ) 20,539 D
Restricted Stock Units ( 7 ) 11/20/2020 A 189,043 ( 7 ) ( 7 ) Class A Common Stock 189,043 $ 0 189,043 D
Performance Stock Units ( 8 ) 11/20/2020 A 94,522 ( 8 ) ( 8 ) Class A Common Stock 94,522 $ 0 94,522 D
Option Rights $ 14.11 11/20/2020 A 94,521 ( 9 ) 11/20/2030 Class A Common Stock 94,521 $ 0 94,521 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Doss Michael J
777 MAIN STREET, SUITE 2900
FORT WORTH, TX76102
X Chief Executive Officer
Signatures
/s/ Jennifer L. Keefe, attorney-in-fact 11/23/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 22, 2020, FTS International, Inc. (the "Company") and certain of its subsidiaries filed petitions for voluntary relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). On September 22, 2020, the Company filed the Joint Prepackaged Chapter 11 Plan of Reorganization of FTS International, Inc. and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On November 19, 2020 (the "Effective Date"), the Plan became effective in accordance with its terms, and the Company emerged from Chapter 11.
( 2 )On the Effective Date, all outstanding shares of the Company's common stock and equity awards were canceled and extinguished in accordance with the Plan approved by the Bankruptcy Court.
( 3 )On the Effective Date, new shares of the Company's Class A Common Stock were issued to the Reporting Person pursuant to the Plan in exchange for the Company's old common stock and equity awards. The receipt of the Class A Common Stock was involuntary, without additional consideration and in accordance with the Plan.
( 4 )On September 26, 2019, the reporting person was granted 13,500 restricted stock units which vested one-third on September 11, 2020 and were settled in cash and would have vested one-third on September 26, 2021 and one-third on September 26, 2022.
( 5 )On September 26, 2019, the reporting Person was granted 9,000 performance-based restricted stock units, which would have vested on July 1, 2022, depending on the achievement of specified performance goals.
( 6 )On the Effective Date, the Reporting Person received Warrants to purchase shares of Class A Common Stock. The Warrants are exercisable for one share of Class A Common Stock from the date of issuance until November 19, 2023. The receipt of the Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.
( 7 )Each Restricted Stock Unit converts into Class A Common Stock on a one-for-one basis. On November 20, 2020, the reporting person was granted 189,043 restricted stock units which will vest one-fourth on November 20, 2021, one-fourth on November 20, 2022, one-fourth on November 20, 2023 and one-fourth on November 20, 2024.
( 8 )Each performance stock unit represents a contingent right to receive one share of Class A Common Stock. On November 20, 2020, the Reporting Person was granted 94,522 performance stock units, which will vest one-fourth on November 20, 2021, one-fourth on November 20, 2022, one-fourth on November 20, 2023 and one-fourth on November 20, 2024, subject to the Company obtaining an equity market capitalization performance metric. If the performance metric is not met by the seventh anniversary of the date of grant, the performance stock units will be forfeited.
( 9 )On November 20, 2020, the reporting person was granted 94,521 option rights, which will vest one-fourth on November 20, 2021, one-fourth on November 20, 2022, one-fourth on November 20, 2023 and one-fourth on November 20, 2024.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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