Sec Form 3 Filing - Farris & Jo Ann Wilks 2022 Family Trust @ ProFrac Holding Corp. - 2022-05-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Farris & Jo Ann Wilks 2022 Family Trust
2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ PFHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
17018 INTERSTATE 20
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2022
(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
Class A common stock, par value $0.01 10,732,715( 1 ) D( 2 )( 3 )( 4 )
Class B common stock, par value $0.01 47,508,329 D( 1 )( 2 )( 3 )( 4 )
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
ProFrac Holdings, LLC Units ( 4 ) ( 4 ) ( 4 ) Class A common stock, par value $0.01 47,508,329 D( 1 )( 2 )( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farris & Jo Ann Wilks 2022 Family Trust
17018 INTERSTATE 20
CISCO, TX76437
X X Director by Deputization
Wilks Farris
17018 INTERSTATE 20
CISCO, TX76437
X X Director by Deputization
Wilks Jo Ann
17018 INTERSTATE 20
CISCO, TX76437
X X Director by Deputization
Signatures
/s/ Lance Turner, Attorney-in-Fact 05/13/2022
Signature of Reporting Person Date
/s/ Lance Turner, Attorney-in-Fact 05/13/2022
Signature of Reporting Person Date
/s/ Lance Turner, Attorney-in-Fact 05/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person owns an indeterminate number of the reported securities which will be determined based on an appraisal. If as a result of such appraisal it is determined that the Reporting Person owns a different number of the Reported Securities than reported in this Form 3, the Reporting Person intends to amend this Form 3 to reflect its ownership of such lesser number of the reported securities.
( 2 )Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust, directly holds the securities of the Issuer. Farris Wilks serves as a trustee of such 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 such 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
( 3 )(Continued from Footnote 2) 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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3.
( 4 )Each share of 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 Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Third Amended and Restated Limited Liability Company Agreement of ProFrac Holdings, LLC (the "ProFrac Holdings LLC Agreement"), newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the ProFrac Holdings LLC Agreement for each Unit redeemed. The Units do not expire.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney (Farris and Jo Ann Wilks 2022 Family Trust); Exhibit 24.2 - Power of Attorney (Farris Wilks); Exhibit 24.3 - Power of Attorney (Jo Ann Wilks)

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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