THRC Holdings, LP - May 12, 2022 Form 3 Insider Report for ProFrac Holding Corp. (ACDC)

Signature
/s/ Lance Turner, Attorney-in-Fact
Stock symbol
ACDC
Transactions as of
May 12, 2022
Transactions value $
$0
Form type
3
Date filed
5/12/2022, 09:57 PM
Previous filing
May 3, 2022
Next filing
May 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ACDC Class A common stock, par value $0.01 10.7M May 12, 2022 Direct F1, F2
holding ACDC Class B common stock, par value $0.01 49.9M May 12, 2022 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ACDC ProFrac Holdings, LLC Units May 12, 2022 Class A common stock, par value $0.01 49.9M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 THRC Holdings, LP ("THRC Holdings"), a Texas limited partnership, directly holds the securities of the Issuer. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of 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.
F2 (Continued from Footnote 1) 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.
F3 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 (THRC Holdings, LP); Exhibit 24.2 - Power of Attorney (THRC Management, LLC); Exhibit 24.3 - Power of Attorney (Dan H. Wilks)