Form SCHEDULE 13G/A Flowco Holdings Inc. Filed by: Fairbanks Jonathan B.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Flowco Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Fairbanks Jonathan B. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,003,413.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
41.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: 1. Sole voting power and sole dispositive power includes (i) an aggregate of 2,000 shares of Class A Common Stock owned by Mr. Fairbanks' children and (ii) 15,625 restricted stock units, each representing a contingent right to receive one share of Class A Common Stock, that vest in substantially equal quarterly installments over 3 years following the grant date of January 17, 2025.
2. Shared voting power and shared dispositive power includes (i) 14,980,623 Common Units (as defined below in Item 2) held directly by GEC Estis Co-Invest II LLC; (ii) 7,089,834 Common Units held directly by GEC Partners III LP; and (iii) 6,252,037 Common Units held directly by GEC Partners III-B LP.
3. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,985,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
41.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power includes (i) 14,980,623 Common Units held directly by GEC Estis Co-Invest II LLC; (ii) 7,089,834 Common Units held directly by GEC Partners III LP; and (iii) 6,252,037 Common Units held directly by GEC Partners III-B LP.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Group B Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,544,056.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
34.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power includes (i) 14,980,623 Common Units held directly by GEC Estis Co-Invest II LLC and (ii) 6,252,037 Common Units held directly by GEC Partners III-B LP.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Capital Group III-B LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,544,056.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
34.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power includes (i) 14,980,623 Common Units held directly by GEC Estis Co-Invest II LLC and (ii) 6,252,037 Common Units held directly by GEC Partners III-B LP.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Estis Co-Invest II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,980,623.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power consists of 14,980,623 Common Units held directly by the Reporting Person.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Group Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,441,732.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power includes 7,089,834 Common Units held directly by GEC Partners III LP.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Capital Group III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,441,732.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power includes 7,089,834 Common Units held directly by GEC Partners III LP.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Partners III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,089,834.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power consists of 7,089,834 Common Units held directly by the Reporting Person.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
GEC Partners III B LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,252,037.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 1. Shared voting power and shared dispositive power consists of 6,252,037 Common Units held directly by the Reporting Person.
2. Aggregate amount beneficially owned by each Reporting Person reported herein does not include shares of Class A Common Stock held by the Separately Filing Group Members, as further described in Item 8.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Flowco Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
1300 Post Oak Blvd., Suite 450, Houston, Texas, 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
Jonathan B. Fairbanks
GEC Advisors LLC
GEC Group B Ltd.
GEC Capital Group III-B LP
GEC Estis Co-Invest II LLC
GEC Group Ltd.
GEC Capital Group III LP
GEC Partners III LP
GEC Partners III-B LP (each, a "Reporting Persons" and, collectively, the "Reporting Persons")
This statement on Schedule 13G (this "Statement") relates to the shares of Common A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") held by the Reporting Persons as well as the shares of Common A Common Stock that the Reporting Persons have the right to acquire upon exchange of the Paired Interests (as defined below in this Item 2). Each Common Unit of Flowco MergeCo (the "Common Unit") is paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally, will be cancelled. | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is: 2415 W. Alabama St., Suite 220, Houston, Texas 77098. | |
| (c) | Citizenship:
Jonathan B. Fairbanks, a citizen of the United States residing in Houston, Texas ("Mr. Fairbanks").
GEC Advisors LLC is a Delaware limited liability company; GEC Group B Ltd. is a Bermuda exempted company; GEC Capital Group III-B LP is a Bermuda exempted limited partnership; GEC Estis Co-Invest II LLC is a Delaware limited liability company; GEC Group Ltd. is a Bermuda exempted company; GEC Capital Group III LP is a Bermuda exempted limited partnership; GEC Partners III LP is a Bermuda exempted limited partnership; and GEC Partners III-B LP is a Bermuda exempted limited partnership (collectively, the "GEC Entities"). | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III GI LP, the direct holder of 351,898 shares of Class A Common Stock. GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC, GEC Partners III-B LP and GEC Partners III-B GI LP, the direct holder of 311,396 shares of Class A Common Stock. GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks serves as a director on the Issuer's board of directors and is the manager and controlling member of GEC Group Ltd. and GEC Group B Ltd., as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts.
Jonathan B. Fairbanks: 29,003,413
GEC Advisors LLC: 28,985,788
GEC Group B Ltd.: 21,544,056
GEC Capital Group III-B LP: 21,544,056
GEC Estis Co-Invest II LLC: 14,980,623
GEC Group Ltd.: 7,441,732
GEC Capital Group III LP: 7,441,732
GEC Partners III LP: 7,089,834
GEC Partners III-B LP: 6,252,037 | |
| (b) | Percent of class:
The percentage of each Reporting Person set forth herein is calculated based on 41,816,350 shares of Class A Common Stock outstanding following the Issuer's underwritten offering that closed on March 23, 2026, and after the underwriters exercised their option to purchase additional shares of Class A Common Stock in full, as reported on the Issuer's prospectus on Form 424B7, filed on March 20, 2026, plus the shares of Class A Common Stock that each Reporting Person has the right to acquire upon exchange of the Paired Interests, which amount has been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
Jonathan B. Fairbanks: 41.3%
GEC Advisors LLC: 41.3%
GEC Group B Ltd.: 34.2%
GEC Capital Group III-B LP: 34.2%
GEC Estis Co-Invest II LLC: 26.4%
GEC Group Ltd.: 15.2%
GEC Capital Group III LP: 15.2%
GEC Partners III LP: 14.5%
GEC Partners III-B LP: 13.0% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Jonathan B. Fairbanks: 17,625
GEC Advisors LLC: 0
GEC Group B Ltd.: 0
GEC Capital Group III-B LP: 0
GEC Estis Co-Invest II LLC: 0
GEC Group Ltd.: 0
GEC Capital Group III LP: 0
GEC Partners III LP: 0
GEC Partners III-B LP: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Jonathan B. Fairbanks: 28,985,788
GEC Advisors LLC: 28,985,788
GEC Group B Ltd.: 21,544,056
GEC Capital Group III-B LP: 21,544,056
GEC Estis Co-Invest II LLC: 14,980,623
GEC Group Ltd.: 7,441,732
GEC Capital Group III LP: 7,441,732
GEC Partners III LP: 7,089,834
GEC Partners III-B LP: 6,252,037 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Jonathan B. Fairbanks: 17,625
GEC Advisors LLC: 0
GEC Group B Ltd.: 0
GEC Capital Group III-B LP: 0
GEC Estis Co-Invest II LLC: 0
GEC Group Ltd.: 0
GEC Capital Group III LP: 0
GEC Partners III LP: 0
GEC Partners III-B LP: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Jonathan B. Fairbanks: 28,985,788
GEC Advisors LLC: 28,985,788
GEC Group B Ltd.: 21,544,056
GEC Capital Group III-B LP: 21,544,056
GEC Estis Co-Invest II LLC: 14,980,623
GEC Group Ltd.: 7,441,732
GEC Capital Group III LP: 7,441,732
GEC Partners III LP: 7,089,834
GEC Partners III-B LP: 6,252,037 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response to Item 4(a) is incorporated by reference herein. Certain affiliates of the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The response to Item 4(a) is incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Exhibit B attached to this Schedule 13G (the "Separately Filing Group Members"). It is the understanding of the Reporting Persons that the Separately Filing Group Members have filed or are filing separate statements pursuant to Section 13(d) of the Act and the rules promulgated thereunder. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that the Separately Filing Group Members may be deemed to beneficially own. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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Exhibit Information
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Exhibit A - Joint Filing Agreement.
Exhibit B - Separately Filing Group Members. |
ATTACHMENTS / EXHIBITS