Sec Form 4 Filing - Wilks Brothers, LLC @ DAWSON GEOPHYSICAL CO - 2023-09-13

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 DAWSON GEOPHYSICAL CO [ DWSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 09/13/2023 (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 09/13/2023 C( 1 ) 5,811,765 A $ 1.7 24,609,095 ( 2 ) I ( 2 ) ( 3 ) See Footnote ( 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 Convertible Note (convertible into Common Stock) $ 1.7 09/13/2023 C( 1 ) 5, 811,765 09/13/2023 06/30/2024 Class A common stock, par value $0.01 per share 5,811,765 ( 1 ) 24,609,095 ( 2 ) I ( 2 ) ( 3 ) See Footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilks Brothers, LLC 17018 INTERSTATE 20 CISCO, TX76437 X X WB Acquisitions Inc. 17018 INTERSTATE 20 CISCO, TX76437 X Wilks Dan H. 17018 INTERSTATE 20 CISCO, TX76437 X Wilks Staci 17018 INTERSTATE 20 CISCO, TX76437 X Wilks Farris 17018 INTERSTATE 20 CISCO, TX76437 X Krylov Sergei 17018 INTERSTATE 20 CISCO, TX76437 X Wilks Matthew 17018 INTERSTATE 20 CISCO, TX76437 X Signatures /s/ Javier Rocha, Attorney-in-Fact 10/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 13, 2023, Dawson Geophysical Company ("Dawson") held a virtual special meeting of its stockholders. At the Special Meeting, Dawson's stockholders voted and approved the issuance of 5,811,765 shares of Common Stock of Issuer to Wilks Brothers, LLC ("Wilks Brothers") upon conversion of $9,880,000.50 in principal amount of the Convertible Note dated March 24, 2023 between Dawson and Wilks at a conversion price of $1.70 per share. Upon such approval, the Convertible Note automatically converted in full into the Conversion Shares upon such approval. ( 2 )Consists of (i) 9,111,736 directly owned by Wilks, (ii) 15,547,010 shares of the Issuer's Common Stock directly owned by WB Acquisitions, and (iii) 349 shares of the Issuer's Common Stock directly owned by Staci Wilks. ( 3 )Wilks Brothers is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. WB Acquisitions, Inc. ("WB Acquisitions") is an affiliate of Wilks Brothers. Dan H. Wilks and Farris Wilks are brothers; Dan H. Wilks and Staci Wilks are husband and wife and share the same household; Matthew D. Wilks is the Director of the Issuer and VP - Investments of Wilks Brothers; and Sergei Krylov, is the Director of the Issuer and Chief Financial Officer of Wilks Brothers. Matthew D. Wilks and Sergei Krylov were each inadvertently excluded in prior filings and have been added as Reporting Persons. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on June 29, 2023 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. (Continued in footnote 4) ( 4 )(Continued from footnote 3) 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 4.

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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