Sec Form 4 Filing - Wilks Farris @ ProFrac Holding Corp. - 2022-11-01

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 Farris
2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
17018 INTERSTATE 20
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(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 per share 11/01/2022 J( 1 ) 826,376 A 826,376 D
Class A common stock, par value $0.01 per share 977,778 I See Footnotes( 3 )( 5 )
Class A common stock, par value $0.01 per share 10,732,715 I See Footnotes( 4 )( 5 )
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 Farris
17018 INTERSTATE 20
CISCO, TX76437
X
Farris & Jo Ann Wilks 2022 Family Trust
17018 INTERSTATE 20
CISCO, TX76437
X
Wilks Jo Ann
17018 INTERSTATE 20
CISCO, TX76437
X
Signatures
/s/ Robert J. Willette, Attorney-in-Fact 11/03/2022
Signature of Reporting Person Date
/s/ Robert J. Willette, Attorney-in-Fact 11/03/2022
Signature of Reporting Person Date
/s/ Robert J. Willette, Attorney-in-Fact 11/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated June 21, 2022, by and among Issuer, U.S. Well Services, Inc., a Delaware Corporation ("USWS") and Thunderclap Merger Sub, Inc., a Delaware Corporation, on November 1, 2022 (the "Effective Date"), each issued and outstanding share of USWS Class A common stock was converted into the right to receive 0.3366 shares of the Issuer's Class A common stock.
( 2 )Received in exchange for 2,455,070 shares of USWS Class A common stock in connection with the above-referenced merger. On the Effective Date, the closing price of the Issuer's Class A common stock was $22.08 per share, and the closing price of USWS' Class A common stock was $7.41 per share.
( 3 )Reflects 977,778 shares of the Issuer's Class A common stock held directly by FARJO Holdings, LP ("FARJO Holdings"), a Texas limited partnership. The General Partner of FARJO Holdings is FARJO Management, LLC ("FARJO Management"), a Texas limited liability company. FARJO Management, as General Partner of FARJO Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by FARJO Holdings, and therefore may be deemed to beneficially own such shares. Farris C. Wilks, as sole manager of FARJO Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by FARJO Holdings, and therefore may be deemed to beneficially own such shares.
( 4 )Reflects 10,732,715 shares of the Issuer's Class A common stock held directly by the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust ("Farris Trust"). The number of shares owned by the Farris Trust is subject to change based on an appraisal. Farris C. Wilks serves as a trustee of the Farris 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 the Farris 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.
( 5 )Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of such person's 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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