SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ProFrac Holding Corp.

(Last)

(First)

(Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK

76087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)⁽¹⁾⁽²⁾	⁽³⁾	06/21/2022		P		13,104,839		06/21/2022⁽³⁾⁽⁴⁾	⁽⁴⁾	Common Stock	13,104,839	$19,500,000⁽³⁾	13,104,839	I⁽¹⁾⁽²⁾	By ProFrac Holdings II, LLC⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

ProFrac Holding Corp.

(Last)

(First)

(Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK

76087

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProFrac Holdings, LLC

(Last)

(First)

(Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK

76087

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProFrac Holdings II, LLC

(Last)

(First)

(Middle)

333 SHOPS BLVD., SUITE 301

(Street)

WILLOW PARK

76087

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares").

3. The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II.

4. Subject to the conditions described in footnote 3 above, all or any part of the Warrants are exercisable by its registered holder at any time and from time to time on or after the Closing Date and until the Warrants are exercised in full.

Remarks:

	/s/ ProFrac Holding Corp., By: /s/ Robert J. Willette, Chief Legal Officer	08/29/2022
	/s/ ProFrac Holdings, LLC, By: /s/ Robert J. Willette, Chief Legal Officer	08/29/2022
	/s/ ProFrac Holdings II, LLC, By: /s/ Robert J. Willette, Chief Legal Officer	08/29/2022
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Profrac Holding Corp.