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Form 4 FLOTEK INDUSTRIES INC/CN For: May 17 Filed by: ProFrac Holding Corp.

May 20, 2022 6:35 PM EDT
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).
1. Name and Address of Reporting Person *
ProFrac Holding Corp.
(Last) (First) (Middle)
333 SHOPS BLVD., SUITE 301
(Street)
WILLOW PARK TX 76087
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
10% Convertible PIK Notes (1) (2) (3) $ 1.0881 (4) (5) 05/17/2022   P   50,000,000   05/17/2022 (4) (5) 05/17/2023 (4) (5) Common Stock 45,950,604 (6) (7) 50,000,000 I (1) (2) (3) By ProFrac Holdings, LLC (1) (2) (3)
Explanation of Responses:
1. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"), directly holds the securities of the Issuer. ProFrac Holding Corp., a Delaware corporation, as the sole managing member of ProFrac Holdings, has exclusive voting and investment control over the securities of the Issuer held by ProFrac Holdings, and therefore may be deemed to beneficially own such securities.
2. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.
3. Reflects the acquisition by ProFrac Holdings from the Issuer of $50,000,000 in principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") in connection with the closing of a Securities Purchase Agreement dated as of February 16, 2022 (the "Securities Purchase Agreement").
4. Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on May 17, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with their terms.
5. Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price.
6. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if ProFrac Holdings elects to convert the Notes based on the aggregate principal amount of the Notes identified in footnote 3 above, not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above).
7. Pursuant to the Securities Purchase Agreement, the Notes were issued to ProFrac Holdings in consideration of the execution and delivery by ProFrac Services, LLC, an indirect subsidiary of ProFrac Holdings ("ProFrac Services"), of an amendment to that certain Chemical Supply Agreement by and between ProFrac Services and Flotek Chemistry, LLC, the Issuer's wholly-owned subsidiary, dated as of February 2, 2022.
ProFrac Holding Corp., By: /s/ Robert J. Willette, Chief Legal Officer 05/20/2022
** Signature of Reporting Person Date
ProFrac Holdings, LLC, By: /s/ Robert J. Willette, Chief Legal Officer 05/20/2022
** 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.

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