Sec Form 3 Filing - GIBSON JOHN W JR @ FLOTEK INDUSTRIES INC/CN/ - 2020-01-06

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 GIBSON JOHN W JR 2. Issuer Name and Ticker or Trading Symbol FLOTEK INDUSTRIES INC/CN/ [ FTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 10603 W. SAM HOUSTON PKWY N., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2020 (Street) HOUSTON, TX77064 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

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 ( 2 ) ( 1 ) ( 1 ) Common Stock 570,000 D Stock Options (right to buy) $ 1.93 ( 3 ) 12/21/2029 Common Stock 1,000,000 D Stock Options (right to buy) $ 1.93 ( 4 ) 12/31/2026 Common Stock 2,000,000 D Right to Purchase Common Stock ( 6 ) 12/22/2019 03/21/2020 Common Stock ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIBSON JOHN W JR 10603 W. SAM HOUSTON PKWY N., SUITE 300 HOUSTON, TX77064 X CEO and President Signatures /s/ Elizabeth T. Wilkinson, Attorney-in-Fact 01/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units vest in five equal annual installments beginning on December 22, 2020. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Flotek Industries, Inc. ("FTK") common stock. ( 3 )The stock options vest in five equal annual installments beginning on December 22, 2020. ( 4 )33% of the stock options vest upon FTK common stock achieving a market price of $3.60; 66% of the stock options vest upon FTK common stock achieving a market price of $5.40; 100% of the stock options vest upon FTK common stock achieving a market price of $7.20, in each case over a 20-day consecutive trading day period from time to time during the performance period from January 1, 2020 through December 31, 2024. If the 20 consecutive day market price during such period is greater than $1.93 but less than $7.20, then the percentage of the stock option that will vest will be determined using linear interpolation as set forth in the reporting person's award agreement. ( 5 )The reporting person has the right to purchase up to the lesser of: (a) 0.99% of the number of shares of FTK common stock outstanding immediately before such issuance, and (b) $500,000 of shares of FTK common stock. ( 6 )The right to purchase common stock is exercisable at the then-current market price of the shares of FTK common stock on the date or dates of purchase.

Remarks: Exhibit 24 - Section 16 Power of Attorney.

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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