Statement of Changes in Beneficial Ownership (4)
May 22 2017 - 4:56PM
Edgar (US Regulatory)
FORM 4
[
X
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Wilks Brothers, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CARBO CERAMICS INC
[
CRR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
17010 IH 20
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2017
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(Street)
CISCO, TX 76437
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
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$14.91
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5/19/2017
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J
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251608
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(1)
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12/31/2022
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Common Stock
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251608
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(1)
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523022
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D
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Put Option (obligation to buy)
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$14.00
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12/6/2016
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J
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6275
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(2)
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6/16/2017
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Common Stock
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627500
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(2)
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6275
(2)
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D
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Explanation of Responses:
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(1)
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The Warrant is owned directly by Wilks Brothers, LLC. On March 2, 2017, in connection with entry into a credit agreement, the Issuer issued a Warrant (the "Warrant") to Wilks Brothers, LLC. Subject to the terms of the Warrant, the Warrant entitles the holder thereof to purchase up to 523,022 shares of the Common Stock, at an exercise price of $14.91 per share, payable in cash. Until receipt of stockholder approval, the holder of the Warrant shall not be entitled to exercise the Warrant to the extent that the number of shares of Common Stock to be purchased upon such exercise, plus the number of shares of Common Stock purchased on any prior exercise of the Warrant, exceeds 271,414 shares of Common Stock. On May 19, 2017, the Issuer announced it obtained the stockholder approval at a meeting of its stockholders held on May 16, 2017.
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(2)
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On December 6, 2016, Wilks Brothers sold short 6,325 over the counter market American-style put options referencing 632,500 shares of Common Stock, which have a strike price of $14.00 and expire on June 16, 2017. On April 27, 2017, 4,600 shares were put to Wilks Brothers, LLC. On May 1, 2017 an additional 400 shares were put to Wilks Brothers, LLC.
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Remarks:
This Form 4 is also being filed by (i) Dan H. Wilks, in his capacity as a managing member of Wilks Brothers, LLC (ii) Farris Wilks, in his capacity as a managing member of Wilks Brothers, LLC and (iii) Staci Wilks. Dan H. Wilks and Staci Wilks are husband and wife and Dan H. Wilks and Farris Wilks are brothers. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wilks Brothers, LLC
17010 IH 20
CISCO, TX 76437
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X
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See Remarks
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Wilks Dan H.
17010 IH 20
CISCO, TX 76437
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X
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Wilks Staci
17010 IH 20
CISCO, TX 76437
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X
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Wilks Farris
17010 IH 20
CISCO, TX 76437
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X
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Signatures
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Dan H. Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact
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5/22/2017
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**
Signature of Reporting Person
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Date
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Staci Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact
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5/22/2017
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**
Signature of Reporting Person
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Date
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Farris Wilks, By: /s/ Morgan D Neff, Morgan D Neff, as Attorney-in-Fact
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5/22/2017
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**
Signature of Reporting Person
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Date
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WILKS BROTHERS, LLC, By: /s/ Morgan D Neff, Name: Morgan D Neff, Title: Attorney-in-Fact
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5/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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