Lance D. Turner - 04 Mar 2022 Form 4 Insider Report for FTS International, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
08 Mar 2022, 19:19:44 UTC
Prior SEC filing
23 Nov 2021
Next SEC filing
12 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Lance D. Turner

Key filing fact

Lance D. Turner filed Form 4 for FTS International, Inc. on 08 Mar 2022.

Key facts

  • This page summarizes Lance D. Turner's Form 4 filing for FTS International, Inc..
  • 5 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 08 Mar 2022, 19:19.

Change

  • Previous filing in this sequence was filed on 23 Nov 2021.
  • Current net transaction value: -$571,582.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FTSI transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-27,747
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FTSI transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-60,763
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
0
Exercise price
Footnotes
F1, F2, F3
FTSI transaction Derivative

Option Rights

Disposed to Issuer

Transaction value
$571,582
Shares
-40,509
Change %
-100%
Price
$14.11
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
40,509
Exercise price
$14.11
Footnotes
F4
FTSI transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares
-3,769
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
3,769
Exercise price
$33.04
Footnotes
F5
FTSI transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares
-9,424
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
9,424
Exercise price
$37.14
Footnotes
F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Lance D. Turner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F5

The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.97 per warrant.

Footnote F6

The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.04 per warrant

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