Karen D. Thornton - Mar 4, 2022 Form 4 Insider Report for FTS International, Inc. (FTSI)

Role
Chief Administrative Officer
Signature
/s/ Lance D. Turner, as Attorney-in-Fact for Karen D. Thornton
Stock symbol
FTSI
Transactions as of
Mar 4, 2022
Transactions value $
-$476,325
Form type
4
Date filed
3/8/2022, 07:22 PM
Previous filing
Nov 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTSI Class A Common Stock Disposed to Issuer -22.3K -100% 0 Mar 4, 2022 Direct 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 FTSI Restricted Stock Units Disposed to Issuer -50.6K -100% 0 Mar 4, 2022 Class A Common Stock 0 Direct F1, F2, F3
transaction FTSI Option Rights Disposed to Issuer -$476K -33.8K -100% $14.11 0 Mar 4, 2022 Class A Common Stock 33.8K $14.11 Direct F4
transaction FTSI Warrant (right to buy) Disposed to Issuer -2.15K -100% 0 Mar 4, 2022 Class A Common Stock 2.15K $33.04 Direct F5
transaction FTSI Warrant (right to buy) Disposed to Issuer -5.39K -100% 0 Mar 4, 2022 Class A Common Stock 5.39K $37.14 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Karen D. Thornton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2021, among FTS International, Inc. (the "Company"), Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), Effective as of March 4, 2022, as contemplated by the Agreement and Plan of Merger, dated as of October 21, 2021, among the Company, Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated March 1, 2022, referred to as the Merger Agreement, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a majority owned subsidiary of Profrac.
F2 At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive $26.52 in cash (the "per-share merger consideration"). In addition, all outstanding options and restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes. The Merger is more fully described in the Company's Proxy Statement filed with the SEC on January 24, 2022.
F3 These Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.
F4 These Stock Options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger (whether vested or unvested) in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
F5 The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.97 per warrant.
F6 The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.04 per warrant.