UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
January 10, 2018
(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 person’s 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
45,039,713 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
45,039,713 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,039,713 (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)
47.87% (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
45,039,713 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
45,039,713 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,039,713 (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)
47.87% (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
45,039,713 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
45,039,713 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,039,713 (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)
47.87% (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
45,039,713 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
45,039,713 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,039,713 (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)
47.87% (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
45,039,713 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
45,039,713 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,039,713 (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)
47.87% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Based on 94,086,131 shares outstanding as of December 1, 2017. |
This Amendment No. 6 (“Amendment No. 6”) 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, Amendment No. 4 thereto filed by the Reporting Persons with the Commission on December 19, 2017 and Amendment No. 5 thereto filed by the Reporting Persons with the Commission on December 29, 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 27, 2017 and the date hereof, the Reporting Persons have acquired an additional 950,000 shares of Common Stock for an aggregate purchase price of $3,130,620.00, including brokerage commissions, pursuant to open market purchases, including purchases pursuant to a Rule 10b5-1 trading plan adopted by Wilks Brothers, LLC on May 5, 2017.
| Item 5. | Interest in Securities of the Issuer |
Items 5 (a), (b) and (c) of the Original 13D are hereby amended by replacing them in their entirety with the following:
| (a) | Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 45,039,713 shares of Common Stock, representing approximately 47.87% of the Issuer’s issued and outstanding shares of Common Stock, based on 94,086,131 shares of Common Stock outstanding as of December 1, 2017. |
| (b) | Each of the Reporting Persons may be deemed to have shared power shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 45,039,713 shares of Common Stock, representing approximately 47.87% of the Issuer’s issued and outstanding shares of Common Stock, based on 94,086,131 shares of Common Stock outstanding as of December 1, 2017. |
(c)
| Name of Reporting Person |
Nature of Transaction |
Securities Purchased/(Sold) |
Price Per Share ($)(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 | ||||||
Page 6
| 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 | ||||||
| SDW Investments LLC |
Purchase of Common Stock |
150,000 | (1) | $ | 3.0882 | December 28, 2017 | ||||||
| Wilks Brothers LLC |
Purchase of Common Stock |
150,000 | (1) | $ | 3.2047 | January 3, 2018 | ||||||
| Wilks Brothers LLC |
Purchase of Common Stock |
100,000 | (1) | $ | 3.1940 | January 4, 2018 | ||||||
| Wilks Brothers LLC |
Purchase of Common Stock |
100,000 | (1) | $ | 3.1450 | January 5, 2018 | ||||||
| Wilks Brothers LLC |
Purchase of Common Stock |
250,000 | (1) | $ | 3.3361 | January 9, 2018 | ||||||
| Wilks Brothers LLC |
Purchase of Common Stock |
200,000 | (1) | $ | 3.5938 | January 10, 2018 |
Page 7
| (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 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).
Page 9