ProFrac Holding Corp. - Dec 28, 2022 Form 4 Insider Report for FLOTEK INDUSTRIES INC/CN/ (FTK)

Role
10%+ Owner
Signature
/s/ ProFrac Holding Corp., By: /s/ Lance Turner, Chief Financial Officer
Stock symbol
FTK
Transactions as of
Dec 28, 2022
Transactions value $
$23,821,591
Form type
4
Date filed
3/2/2023, 05:30 AM
Previous filing
Aug 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTK Common Stock Purchase $1.74M +1.5M $1.16 1.5M Dec 28, 2022 By ProFrac Holdings II, LLC F1

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 FTK 10% Convertible PIK Notes Conversion of derivative security $0 -20M -100% $0.00* 0 Feb 2, 2023 Common Stock 25.4M $0.87 By ProFrac Holdings II, LLC F1, F2
transaction FTK Warrants (right to buy) Conversion of derivative security $22.1M +25.4M $0.87 25.4M Feb 2, 2023 Common Stock 25.4M By ProFrac Holdings II, LLC F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.
F2 The Warrants (as defined below) were issued to ProFrac Holdings II upon maturity of the 10% Convertible PIK Notes.
F3 On February 2, 2023, pursuant to a Note Purchase Agreement, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 25,366,561 shares of the Issuer's Common Stock (the "Warrant Shares").
F4 The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was prefunded to the Issuer by ProFrac Holdings II and, consequently, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants.
F5 All or any part of the Warrants are exercisable by ProFrac Holdings II at any time and from time to time on and or after February 2, 2023, until the Warrants are exercised in full; provided, however, that unless the Issuer has obtained shareholder approval therefor, the number of share of the Issuer's Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the Warrants shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of the Issuer's Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of the Issuer's Common Stock.