CRR CARBO Ceramics Inc

SCHEDULE 13D

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This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statements on Schedule 13D filed by the Reporting Persons with the Commission on October 3, 2016, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the Commission on March 3, 2016 (as amended, the “Original Schedule 13D”), relating to the Common Stock, $0.01 par value per share (the “Common Stock”) of Carbo Ceramics Inc.139 (the “Issuer”). All capitalized terms used but not defined herein shall have the meanings given to them in the Original 13D. The Original 13D is hereby amended as follows:

Item 3 of the Original 13D is hereby amended by adding the following:

As of the date hereof, the Reporting Persons have acquired an additional 498,574 shares of Common Stock for an aggregate purchase price of $3,586,830.90, including brokerage commissions.

Item 4 of the prior 13D is hereby amended by adding the following:

The securities described in this Statement are being held by the Reporting Persons for investment purposes. The Reporting Person may acquire additional common stock of the Issuer through public or private purchases. The Reporting Persons may exercise the warrants described in Item 4 of the Schedule 13D and subsequently dispose of the underlying common stock or otherwise acquire or dispose of additional securities of the Issuer, to the extent deemed advisable in light of their general investment strategies, market conditions, or other factors.

The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board of Directors of the Issuer, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate (subject to applicable contractual restrictions, including the Equity Cap under the Stockholders Agreement), including: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; (iv) advocating a sale or transfer of a material amount of assets of the Issuer or its subsidiaries or (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 3,093,307 shares of Common Stock, representing approximately 11.3% of the Issuer’s issued and outstanding shares of Common Stock, based on 27,139,979 shares of Common Stock of the Issuer issued and outstanding as of April 21, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed with the Commission on April 27, 2017 and including 271,414 shares of Common Stock of the Issuer currently issuable upon exercise of the Warrant. See Item 4 of this Schedule 13D.

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Dan Wilks and Staci Wilks each beneficially own 1,250,143 shares of Common Stock, representing 4.6% of the Issuer’s issued and outstanding Common Stock. Wilks Brothers beneficially owns 1,843,164 shares of Common Stock, representing 6.7% of the Issuer’s issued and outstanding Common Stock. Dan Wilks and Farris Wilks may be deemed to indirectly beneficially own the 1,843,164 shares of Common Stock directly beneficially owned by Wilks Brothers. Dan Wilks and Staci Wilks are husband and wife, and may be deemed to beneficially own the shares of Common Stock beneficially owned by the other person. Dan Wilks and Farris Wilks are brothers, and may and may be deemed to beneficially own the shares of Common Stock beneficially owned by the other person.

(b) Dan Wilks and Staci Wilks each have shared power to vote and power to dispose of 1,250,143 shares of Common Stock. Wilks Brothers has sole power to vote and power to dispose of 1,843,164 shares of Common Stock. Dan Wilks and Farris Wilks may be deemed to indirectly have the power to direct the voting and the power to direct the disposition of the 1,843,164 shares of Common Stock directly beneficially owned by Wilks Brothers.

(c) The following transactions in the Common Stock were effected in the past 60 days by the Reporting Persons:

None of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer, except as set forth above in Items 4, 5 and 6 of this Schedule 13D.

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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.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).