Form: 4

Statement of changes in beneficial ownership of securities

February 5, 2024

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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fietz Shelby Kyle
(Last) (First) (Middle)
303 W. WALL STREET, SUITE 102
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ProPetro Holding Corp. [ PUMP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 02/01/2024 M 3,538(1) A (2) 21,604(3) D
Common Stock 02/01/2024 F 1,050(4) D $8.29 20,554 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 02/01/2024 M 3,538 (5) (5) Common Stock 3,538 $0 358,093 D
Stock Options $14 (6) 03/16/2027 Common Stock 6,090 6,090(3) D
Explanation of Responses:
1. Reflects shares of common stock of the Issuer ("Common Stock") delivered upon vesting and settlement of previously awarded restricted stock units ("RSUs").
2. Each RSU represents a contingent right to receive either one share of Common Stock or an amount of cash equal to the fair market value of one share of Common Stock.
3. A total of 6,090 stock options were inadvertently reported as shares of Common Stock in the reporting person's Form 3. Immediately prior to the transactions reported herein, the reporting person owned 18,066 shares of Common Stock and 6,090 stock options.
4. Reflects shares of Common Stock withheld to satisfy taxes payable in connection with the vesting and settlement of previously awarded RSUs.
5. On February 1, 2023, the reporting person was granted 10,615 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.
6. The stock options were granted on March 16, 2017 and vested in four substantially equal installments beginning on the first anniversary of the grant date. Accordingly, all of the stock options have vested and are currently exercisable.
Remarks:
/s/ John J. Mitchell, as attorney-in-fact for Shelby K. Fietz 02/05/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.