UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

PROPETRO HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74347M108

(CUSIP Number)

Matt D. Wilks

C/O Wilks Brothers, LLC

17010 IH 20

Cisco, Texas 76437

Telephone: (817)-850-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2021

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 74347M108    SCHEDULE 13D    Page 2

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Dan Wilks

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  8,956,963

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  8,956,963

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,956,963

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.66% (1)

14.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Percent of class is calculated based on 103,371,315 shares of ProPetro Holding Corp. (“Issuer”) common stock, par value $0.001 per share (“Common Stock”) outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2021.


CUSIP No. 74347M108    SCHEDULE 13D    Page 3

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Staci Wilks

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  8,956,963

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  8,956,963

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,956,963

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.66% (1)

14.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

Percent of class is calculated based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 4, 2021.


CUSIP No. 74347M108    SCHEDULE 13D    Page 4

 

  1.    

  NAMES OF REPORTING PERSONS

 

  THRC Holdings, LP

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (see instructions)

 

  WC

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  8,956,963

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  8,956,963

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,956,963

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.66% (1)

14.  

  TYPE OF REPORTING PERSON (see instructions)

  PN

 

(1)

Percent of class is calculated based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 4, 2021.


CUSIP No. 74347M108    SCHEDULE 13D    Page 5

 

  1.    

  NAMES OF REPORTING PERSONS

 

  THRC Management, LLC

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (see instructions)

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER

 

  0

     8.   

  SHARED VOTING POWER

 

  8,956,963

     9.   

  SOLE DISPOSITIVE POWER

 

  0

   10.   

  SHARED DISPOSITIVE POWER

 

  8,956,963

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,956,963

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.66% (1)

14.  

  TYPE OF REPORTING PERSON (see instructions)

  OO

 

(1)

Percent of class is calculated based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 4, 2021.


      Page 6

 

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2021, as amended by Amendment No. 1 thereto filed with the SEC on September 29, 2021 (the “Schedule 13D”) by the Reporting Persons relating to the shares of common stock, par value $0.001 per share (the “Common Stock”) of ProPetro Holding Corp., a Delaware corporation (the “Issuer”).

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in Schedule 13D.

 

Item 3.

Source or Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to include the following:

The shares of Common Stock reported herein were acquired in open-market transactions using working capital of THRC Holdings, LP.

The information set forth in Item 5 of this Amendment is incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Item 5(a), (b) and (c) as follows:

(a)–(b) Each Reporting Person’s beneficial ownership of the Common Stock as of the date of this Amendment is reflected on that Reporting Person’s cover page. The Reporting Persons may be deemed to beneficially own, in the aggregate, 8,956,963 shares of Common Stock, representing approximately 8.66% of the Issuer’s issued and outstanding shares of Common Stock, based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the SEC on November 4, 2021.

Each of the Reporting Persons may be deemed to have shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 8,956,963 shares of Common Stock, representing approximately 8.66% of the Issuer’s issued and outstanding shares of Common Stock, based on 103,371,315 shares of Common Stock outstanding as of October 29, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 4, 2021.

THRC Management, LLC, as General Partner of THRC Holdings, LP, has exclusive voting and investment power over the shares of Issuer’s Common Stock held by THRC Holdings, LP, and therefore may be deemed to share beneficial ownership of such shares. Dan Wilks, as sole Manager of THRC Management, LLC, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the shares of the Issuer’s Common Stock directly owned by THRC Holdings, LP, and therefore may be deemed to share beneficial ownership of such shares.

(c) The information set forth in Item 3 of this Amendment is incorporated herein by reference.

The transactions in the shares of Common Stock by the Reporting Persons during the past sixty (60) days are set forth on Schedule I hereto which is incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit No.    Description
1    Joint Filing Agreement by and among the Reporting Persons, dated as of January 19, 2021 (incorporated by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13D filed with the SEC on January 19, 2021).
2    Power of Attorney – Staci Wilks, dated as of October 25, 2020 (incorporated by reference to Exhibit 99.2 to the Reporting Person’s Schedule 13D filed with the SEC on January 19, 2021).
3    Power of Attorney – Dan Wilks, dated as of October 25, 2020 (incorporated by reference to Exhibit 99.3 to the Reporting Person’s Schedule 13D filed with the SEC on January 19, 2021).
4    Power of Attorney – THRC Management, LLC on behalf of itself and its wholly owned subsidiary, THRC Holdings, LP, dated as of October 25, 2020 (incorporated by reference to Exhibit 99.4 to the Reporting Person’s Schedule 13D filed with the SEC on January 19, 2021).


      Page 7

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 22, 2021

 

*

Dan Wilks

*

Staci Wilks
THRC Holdings, LP
By:  

/s/ Matthew Wilks

  Name: Matthew Wilks
  Title: Attorney-in-Fact
THRC Management, LLC
By:  

/s/ Matthew Wilks

  Name: Matthew Wilks
  Title: Attorney-in-Fact

 

*By:  

/s/ Matthew Wilks

  Matthew Wilks, as Attorney-in-Fact


      Page 8

 

Schedule I

Transactions in shares of Common Stock During the Past Sixty (60) Days

 

Nature of Transaction

   Securities Purchased/Sold      Price Per Share ($)      Date of Purchase / Sale  

Purchase of Common Stock

     50,278        8.20        12/21/2021  

Purchase of Common Stock

     125,700        12.50        12/17/2021  

Purchase of Common Stock

     2,800        12.50        12/14/2021  

Purchase of Common Stock

     81,724        8.62        12/13/2021  

Purchase of Common Stock

     190,548        8.76        12/7/2021  

Purchase of Common Stock

     198,670        8.17        11/30/2021  

Purchase of Common Stock

     197,388        8.45        11/29/2021  

Purchase of Common Stock

     9,748        8.08        11/26/2021  

Purchase of Common Stock

     252,100        8.57        11/24/2021  

Purchase of Common Stock

     199,215        8.40        11/23/2021