FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Shaw Ian M. 		2. Issuer Name and Ticker or Trading Symbol

Approach Resources Inc [ AREX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

ONE RIDGMAR CENTRE, 6500 WEST FREEWAY, SUITE 800 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/29/2018
(Street)

FORT WORTH, TX 76116
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/29/2018     A    21065   (1) A $0.00   66142   D    
Common Stock   11/29/2018     A    9927   (2) A $0.00   76069   D    
Common Stock   11/29/2018     F    2328   (3) D $0.00   73741   D    
Common Stock   12/3/2018     F    640   (4) D $0.00   73101   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  Represents shares of restricted stock granted under the Issuer's 2018 Stock Incentive Plan. The grant is exempt under Rule 16b-3(d) and the shares vest in three equal installments beginning on the first anniversary of the grant date.
(2)  Represents shares of fully vested common stock granted under the Issuer's 2018 Stock Incentive Plan. The grant is exempt under Rule 16b-3(d).
(3)  Represents the tax liability on November 29, 2018 satisfied by withholding 2,328 shares incident to the award of common stock on November 29, 2018.
(4)  Represents the tax liability on December 3, 2018 satisfied by withholding 640 shares incident to the award of common stock on December 3, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shaw Ian M.
ONE RIDGMAR CENTRE
6500 WEST FREEWAY, SUITE 800
FORT WORTH, TX 76116

Chief Accounting Officer

Signatures
/s/ J. Curtis Henderson, attorney-in-fact 12/3/2018
** 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 control number.
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