Farris Wilks - Sep 29, 2023 Form 4 Insider Report for ProFrac Holding Corp. (ACDC)

Role
10%+ Owner
Signature
/s/ Matthew Rinaldi, Attorney-in-Fact
Stock symbol
ACDC
Transactions as of
Sep 29, 2023
Transactions value $
$20,000,000
Form type
4
Date filed
10/3/2023, 05:07 PM
Previous filing
Apr 26, 2023
Next filing
Nov 2, 2023

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 Series A redeemable convertible preferred stock Purchase $20M +20K $1,000.00* 20K Sep 29, 2023 Class A common stock, par value $0.01 per share 1M $20.00 See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Conversion Price may be adjusted from time to time in accordance with the Certificate of Designation of Series A Redeemable Convertible Preferred Stock, Exh. 3.1 to the Issuer's Form 8-K filed on October 2, 2023 ("CoD").
F2 Issuer's Series A convertible preferred stock has no expiration date as it is not redeemable at the option of holder and does not automatically convert into common stock on a specified date.
F3 In accordance with the CoD, following the first anniversary of the Issuance Date, each holder of Series A redeemable convertible preferred stock shall have the option from time to time to convert all or a portion of holders shares of Series A redeemable convertible preferred stock into Class A common stock, par value $0.01 per share, at a Conversion Ratio equal to the quotient of (i) the Liquidation Preference as of the date of the conversion, which initially shall equal the original issue price per share of $1,000.00 and subsequently be adjusted as the result of any PIK Accrual and as otherwise set forth in the CoD, and (ii) the then applicable Conversion Price. The amount of underlying securities reported has been determined utilizing the Conversion Ratio calculated as of the transaction date.
F4 Reflects 20,000 shares of the Issuer's Class A redeemable convertible preferred stock held directly by FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"). The General Partner of FARJO Holdings is FARJO Management, LLC, a Texas limited liability company ("FARJO Management"). FARJO Management, as General Partner of FARJO Holdings, has exclusive investment control over the shares of the Issuer's Class A redeemable convertible preferred stock held by FARJO Holdings, and therefore may be deemed to beneficially own such shares. Farris C. Wilks, as sole manager of FARJO Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A redeemable convertible preferred stock directly owned by FARJO Holdings, and therefore may be deemed to beneficially own such shares.
F5 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.