Form: POS EX

Post-effective amendment filed solely to add exhibits to a registration statement

March 17, 2017


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As filed with the Securities and Exchange Commission on March 16, 2017

Registration No. 333-215940


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Post-Effective
Amendment No. 1
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



ProPetro Holding Corp.
(Exact name of registrant as specified in its charter)

Delaware

  1389   26-3685382

(State or other jurisdiction of
incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

1706 S. Midkiff, Bldg. B
Midland, Texas 79701
(432) 688-0012
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Dale Redman
Chief Executive Officer
1706 S. Midkiff, Bldg. B
Midland, Texas 79701
(432) 688-0012
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Ryan J. Maierson
Thomas G. Brandt
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
  Alan Beck
Douglas E. McWilliams
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

            If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ý

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



            This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.



Explanatory Note

          This Post-Effective Amendment No. 1 (the "Amendment") relates to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-215940), initially filed by the Registrant on February 8, 2017 and declared effective by the Securities and Exchange Commission on March 16, 2017. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.



Part II

Information Not Required in Prospectus

Item 16.    Exhibits

          The following documents are filed as exhibits to this registration statement:

Exhibit
number
 
  Description  
  5.1   Opinion of Latham & Watkins LLP as to the legality of the securities being registered
        
  23.2   Consent of Latham & Watkins LLP (contained in Exhibit 5.1)

II-1



SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on March 16, 2017.

  ProPetro Holding Corp.



 

By:

 

/s/ DALE REDMAN

      Name:   Dale Redman

      Title:   Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities indicated on March 16, 2017.

Signature
 
Title
   

 

 

 

 

 

 

 
/s/ DALE REDMAN

Dale Redman
  Chief Executive Officer and Director (Principal Executive Officer)    

/s/ JEFFREY SMITH

Jeffrey Smith

 

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

*

Spencer D. Armour, III

 

Director

 

 

*

Schuyler E. Coppedge

 

Director

 

 

*

Stephen Herman

 

Director

 

 

*

Matthew H. Himler

 

Director

 

 

*

Peter Labbat

 

Director

 

 

*

 

Jeffrey Smith hereby signs this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the indicated persons for whom he is attorney-in-fact on March 16, 2017, pursuant to powers of attorney previously filed as Exhibit 24.1 to the Registration Statement on Form S-1 of ProPetro Holding Corp. filed with the Securities and Exchange Commission on February 8, 2017.

*By:

 

/s/ JEFFREY SMITH

Jeffrey Smith
Attorney-in-fact

 

 

 

 

II-2



EXHIBIT INDEX

Exhibit
number
 
  Description  
  5.1   Opinion of Latham & Watkins LLP as to the legality of the securities being registered
        
  23.2   Consent of Latham & Watkins LLP (contained in Exhibit 5.1)



QuickLinks

Explanatory Note
Part II
SIGNATURES
EXHIBIT INDEX