FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

Dacar Robert Curt

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/3/2017 

3. Issuer Name and Ticker or Trading Symbol

Keane Group, Inc. [FRAC]

(Last)        (First)        (Middle)

C/O KEANE GROUP, INC., 2121 SAGE ROAD, SUITE 370

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Commercial Officer /

(Street)

HOUSTON, TX 77056       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   104187   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Contingent Value Rights (Put Equivalent)   (1) 4/10/2018   4/10/2018   Common Stock   104187.0   $19.0   (2) D    

Explanation of Responses:
(1)  Keane Group, Inc. (the "Company") acquired RockPile Energy Services, LLC ("RockPile") pursuant to a Purchase Agreement, dated May 18, 2017, by and among the Company, RockPile and holders of equity interests of RockPile (the "Acquisition"). In connection with the Acquisition, Robert Curt Dacar (the "Reporting Person"), as a RockPile equityholder, was entitled to elect to receive consideration including, but not limited to, 104,187 shares of the Company's common stock and 104,187 contingent value rights ("CVRs"), as described in the Contingent Value Rights Agreement, dated July 3, 2017, by and among the Company, RockPile and certain other equityholders of RockPile, including the Reporting Person (the "CVR Agreement").
(2)  Each CVR entitles the holder to receive, on April 10, 2018, a cash payment equal to the excess, if any, of $19.00 over the value-weighted average price of a share of common stock over a certain period as described in the CVR Agreement; provided that such cash payment per CVR (i) shall not exceed $2.30 and (ii) may be further limited under certain circumstances as described in the CVR Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dacar Robert Curt
C/O KEANE GROUP, INC.
2121 SAGE ROAD, SUITE 370
HOUSTON, TX 77056


Chief Commercial Officer

Signatures
/s/ Kevin McDonald, attorney-in-fact 7/5/2017
** 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 5(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 control number.
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