4//SEC Filing
Wilks Dan H. 4
Accession 0000950170-24-141712
CIK 0001881487other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 8:56 PM ET
Size
11.9 KB
Accession
0000950170-24-141712
Insider Transaction Report
Form 4
THRC Management, LLC
10% Owner
Transactions
- Gift
Class A common stock, par value $0.01 per share
2024-12-27−1,719,733→ 77,477,816 total - Gift
Class A common stock, par value $0.01 per share
2024-12-27+1,719,733→ 79,197,549 total(indirect: By Trust)
Wilks Dan H.
10% Owner
Transactions
- Gift
Class A common stock, par value $0.01 per share
2024-12-27+1,719,733→ 79,197,549 total(indirect: By Trust) - Gift
Class A common stock, par value $0.01 per share
2024-12-27−1,719,733→ 77,477,816 total
THRC Holdings, LP
10% Owner
Transactions
- Gift
Class A common stock, par value $0.01 per share
2024-12-27−1,719,733→ 77,477,816 total - Gift
Class A common stock, par value $0.01 per share
2024-12-27+1,719,733→ 79,197,549 total(indirect: By Trust)
Footnotes (3)
- [F1]On December 27, 2024, THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), donated 1,719,733 shares of the Issuer's Class A common stock to Heavenly Father's Foundation ("HFF"), a Texas Trust operating as a 501(c)(3) Private Foundation (such transaction, the "Donation"). Dan Wilks and Staci Wilks are the trustees of Heavenly Father's Foundation, provided that a third-party investment manager exercises discretionary investment authority over HFF's investments, including with respect to the 1,719,733 shares of the Issuer's Class A common stock held by HFF, pursuant to a services agreement.
- [F2]The number of securities beneficially owned as reported in Column 5 does not include the 30,000 Series A Redeemable Convertible Preferred Stock as previously reported on THRC Holdings Form 4 filed with the SEC on 10/3/23. THRC Holdings, LPdirectly holds 77,477,816 shares of Issuer's Class A common stock. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held directly 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. By virtue of the Donation referenced in footnote 1, HFF directly holds 1,719,733 shares of the Issuer's Class A common stock. Dan Wilks,
- [F3](Continued from footnote 2) as a co-trustee of HFF may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by HFF, and therefore may be deemed to beneficially own such shares. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on December 31, 2024 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. Each Group 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.
Documents
Issuer
ProFrac Holding Corp.
CIK 0001881487
Entity typeother
Related Parties
1- filerCIK 0001641792
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 8:56 PM ET
- Size
- 11.9 KB