Sec Form 4 Filing - Wilks Matthew @ FLOTEK INDUSTRIES INC/CN/ - 2023-06-16

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 Matthew
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
17018 INTERSTATE 20
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2023
(Street)
CISCO, TX76437
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
Class A common stock, par value $0.01 per share 06/16/2023 P 54,539 A $ 0.78 ( 1 ) 408,155 ( 2 ) ( 3 ) I ( 2 ) ( 3 ) By THRC Holdings, LP ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilks Matthew
17018 INTERSTATE 20
CISCO, TX76437
X
Signatures
Matt Wilks, /s/ [Javier Rocha, Attorney-in-Fact] 06/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.76 to $0.80 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 2 )Matt Wilks, as VP - Investments of THRC Holdings, LP, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), and therefore may be deemed to beneficially own such shares. THRC Holdings, directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares.
( 3 )(Continued 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 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.
( 4 )As reported in a Schedule 13D/A filed June 5, 2023 ("ProFrac 13D"), THRC Holdings owns (i) 70,849,573 shares of Class A Common Stock of ProFrac Holding Corp. ("ProFrac") and (ii) warrants to purchase 42,744 shares of Class A Common Stock of Profrac and may be deemed to beneficially own an additional 61,480,231 shares of Class A Common Stock of ProFrac which are held directly by other members of the applicable Section 13D group (as it relates to the ProFrac 13D). In the aggregate, members of such Section 13D group (as it relates to the ProFrac 13D) beneficially own 83.2% of the outstanding shares of Profrac. ProFrac may be deemed to hold 88,904,715 shares of the Issuer's Class A common stock, representing 50.64% of the outstanding shares of the Issuer's Class A common stock, as reported in the Issuer's proxy statement filed April 28, 2023. Mr. Wilks is also the Executive Chairman of the Board of Directors of Profrac.

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