THRC Holdings, LP - Nov 1, 2022 Form 4/A - Amendment Insider Report for ProFrac Holding Corp. (ACDC)

Role
10%+ Owner
Signature
/s/ Robert J. Willette, Attorney-in-Fact
Stock symbol
ACDC
Transactions as of
Nov 1, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
1/30/2023, 03:14 PM
Date Of Original Report
Nov 3, 2022
Previous filing
May 19, 2022
Next filing
Mar 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACDC Class A common stock, par value $0.01 per share Other +3.27M +21.86% 18.2M Nov 1, 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
transaction ACDC Warrants (right to buy) Other +42.7K 42.7K Nov 1, 2022 Class A common stock, par value $0.01 per share 42.7K $477.89 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated June 21, 2022, by and among the 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, par value $0.001 per share ("USWS Common Stock"), was converted into the right to receive 0.3366 shares of the Issuer's Class A common stock.
F2 Received in exchange for 9,714,080 shares of USWS Common Stock pursuant to the Merger Agreement. 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 Common Stock was $7.41 per share.
F3 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. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of their 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.
F4 Pursuant to the Merger Agreement, on the Effective Date each issued and outstanding USWS Series A Warrant was canceled and converted into the right to receive a warrant to purchase a number of shares of the Issuer's Class A common stock equal to (i) the number of shares of USWS Common Stock underlying the USWS Series A Warrant, multiplied by (ii) 0.3366.
F5 Received in exchange for 2,666,669 USWS Series A Warrants pursuant to the Merger Agreement.

Remarks:

The Reporting Person is amending the Form 4 filed on November 3, 2022 (the "Form 4") to (i) add a line item reporting the 42,744 warrants to purchase shares of the Issuer's Class A common stock issued to the Reporting Person pursuant to the Merger Agreement, the underlying shares of which were inadvertently reported in the Form 4 as being directly owned by the Reporting Person, and (ii) correct the number of shares reported as being directly owned by the Reporting Person by (a) subtracting the 42,744 shares underlying the aforementioned warrants, (b) adding an additional 282 shares of the Issuer's Class A common stock received in exchange for shares of USWS Common Stock pursuant to the Merger Agreement, which were inadvertently omitted from the Form 4, and (c) adding 399 shares of the Issuer's Class A common stock that were inadvertently omitted from the Form 4.