Filing Details

Accession Number:
0001193125-17-382211
Form Type:
13D Filing
Publication Date:
2017-12-28 20:44:02
Filed By:
Wilks Brothers, Llc
Company:
Approach Resources Inc (NASDAQ:AREXQ)
Filing Date:
2017-12-29
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Wilks Brothers 0 44,089,713 0 44,089,713 44,089,713 46.86%
SDW Investments 0 44,089,713 0 44,089,713 44,089,713 46.86%
Dan H. Wilks 0 44,089,713 0 44,089,713 44,089,713 46.86%
Staci Wilks 0 44,089,713 0 44,089,713 44,089,713 46.86%
Farris Wilks 0 44,089,713 0 44,089,713 44,089,713 46.86%
Nature of Transaction Securities Purchased (Sold) Price Per Share ( )(
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

Approach Resources Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03834A103

(CUSIP Number)

Morgan D Neff

Wilks Brothers, LLC

17010 IH 20

Cisco, Texas 76437

(817) 850-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 27, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

CUSIP No. 140781105

 

  1   

NAMES OF REPORTING PERSONS

 

Wilks Brothers, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 (1)

     8   

SHARED VOTING POWER

 

44,089,713 (1)

     9   

SOLE DISPOSITIVE POWER

 

0 (1)

   10   

SHARED DISPOSITIVE POWER

 

44,089,713 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,089,713 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.86% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

(1) Based on 94,086,131 shares outstanding as of December 1, 2017.

Page 2

 

  1   

NAMES OF REPORTING PERSONS

 

SDW Investments, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 (1)

     8   

SHARED VOTING POWER

 

44,089,713 (1)

     9   

SOLE DISPOSITIVE POWER

 

0 (1)

   10   

SHARED DISPOSITIVE POWER

 

44,089,713 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,089,713 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.86% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

(1) Based on 94,086,131 shares outstanding as of December 1, 2017.

Page 3

 

  1   

NAMES OF REPORTING PERSONS

 

Dan H. Wilks

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 (1)

     8   

SHARED VOTING POWER

 

44,089,713 (1)

     9   

SOLE DISPOSITIVE POWER

 

0 (1)

   10   

SHARED DISPOSITIVE POWER

 

44,089,713 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,089,713 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.86% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) Based on 94,086,131 shares outstanding as of December 1, 2017.

Page 4

 

  1   

NAMES OF REPORTING PERSONS

 

Staci Wilks

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 (1)

     8   

SHARED VOTING POWER

 

44,089,713 (1)

     9   

SOLE DISPOSITIVE POWER

 

0 (1)

   10   

SHARED DISPOSITIVE POWER

 

44,089,713 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,089,713 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.86% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) Based on 94,086,131 shares outstanding as of December 1, 2017.

Page 5

 

  1   

NAMES OF REPORTING PERSONS

 

Farris Wilks

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 (1)

     8   

SHARED VOTING POWER

 

44,089,713 (1)

     9   

SOLE DISPOSITIVE POWER

 

0 (1)

   10   

SHARED DISPOSITIVE POWER

 

44,089,713 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,089,713 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.86% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) Based on 94,086,131 shares outstanding as of December 1, 2017.

Page 6

 

This Amendment No. 5 (Amendment No. 5) amends and supplements the statements on Schedule 13D filed by the Reporting Persons with the Commission on February 3, 2017, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the Commission on March 28, 2017, Amendment No. 2 thereto filed by the Reporting Persons with the Commission on May 26, 2017, Amendment No. 3 thereto filed by the Reporting Persons with the Commission on June 15, 2017, and Amendment No. 4 thereto filed by the Reporting Persons with the Commission on December 19, 2017 (as amended, the Original Schedule 13D), relating to the Common Stock, $0.01 par value per share (the Common Stock) of Approach Resources, Inc. (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. Source of Funds

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

Between December 19, 2017 and the date hereof, the Reporting Persons have acquired an additional 950,000 shares of Common Stock for an aggregate purchase price of $2,759,780.00, including brokerage commissions, pursuant to open market purchases, including purchases pursuant to a Rule 10b5-1 trading plan adopted by Wilks Brothers, LLC on May 5, 2017.

Item 4. Purpose of Transaction

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

On December 20, 2017, pursuant to the terms of the previously disclosed Stockholders Agreement, dated as of January 27, 2017, by and among the Issuer and certain of the Reporting Persons (the Stockholders Agreement), James H. Brandi, a member of the Issuers board of directors (the Board), delivered to the Issuer a conditional notice of resignation, effective December 31, 2017. The resignation will become effective December 31, 2017, in the event that Wilks Brothers, LLC and SDW Investments, LLC own 40% or more of the outstanding Common Stock as of such date.Pursuant to the Stockholders Agreement, the Board has approved, conditioned on the effectiveness of Mr. Brandis resignation on December 31, 2017, a reduction in size from eight members to seven members.

Item 5. Interest in Securities of the Issuer

Items 5 (a), (b) and (c) of the Original 13D are hereby amended by replacing them in their entirety with the following:

 

  (a) Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 44,089,713 shares of Common Stock, representing approximately 46.86% of the Issuers issued and outstanding shares of Common Stock, based on 94,086,131 shares of Common Stock outstanding as of December 1, 2017.

 

  (b) Each of the Reporting Persons may be deemed to have shared power shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 44,089,713 shares of Common Stock, representing approximately 46.86% of the Issuers issued and outstanding shares of Common Stock, based on 94,086,131 shares of Common Stock outstanding as of December 1, 2017.

(c)


Page 7

 

Name of Reporting

Person

  

Nature of

Transaction

   Securities
Purchased/ (Sold)
    Price Per Share
($)(2)
     Date of
Purchase/Sale

Wilks Brothers LLC

  

Purchase of Common Stock

     200,000     $ 2.3924      December 4, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     29,285     $ 2.3938      December 6, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     80,828     $ 2.3811      December 7, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     50,000  (1)    $ 2.5299      December 11, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     150,000  (1)    $ 2.5429      December 12, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     150,000  (1)    $ 2.5372      December 13, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     200,000  (1)    $ 2.5753      December 14, 2017

SDW Investments LLC

  

Purchase of Common Stock

     200,000  (1)    $ 2.5696      December 15, 2017

SDW Investments LLC

  

Purchase of Common Stock

     150,000  (1)    $ 2.6477      December 18, 2017

SDW Investments LLC

  

Purchase of Common Stock

     200,000  (1)    $ 2.7103      December 19, 2017

Wilks Brothers LLC

  

Purchase of Common Stock

     150,000  (1)    $ 2.7210      December 20, 2017

SDW Investments LLC

  

Purchase of Common Stock

     250,000  (1)    $ 2.9497      December 21, 2017

SDW Investments LLC

  

Purchase of Common Stock

     150,000  (1)    $ 3.0471      December 26, 2017

SDW Investments LLC

  

Purchase of Common Stock

     200,000  (1)    $ 3.0754      December 27, 2017

 

(1) The purchases reported in this 13D were effected pursuant to a Rule 10b5-1 trading plan adopted by Wilks Brothers, LLC on May 5, 2017.
(2) Includes $0.01 brokerage commission per share.

Page 8

 

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.

 

*

Dan H. Wilks

*

Staci Wilks

*

Farris Wilks
WILKS BROTHERS, LLC
By:  

/s/ Morgan D Neff

Name:   Morgan D Neff
Title:   Attorney-in-Fact
SDW INVESTMENTS, LLC
By:  

/s/ Morgan D Neff

Name:   Morgan D Neff
Title:   Attorney-in-Fact

 

*By:

 

/s/ Morgan D Neff

 

Morgan D Neff, as Attorney-in-Fact

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 representatives 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).