Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Flotek Industries, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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343389102
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(CUSIP Number)
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Edward E. Murphy
c/o North Sound Management, Inc.
115 East Putnam Avenue
Greenwich, CT 06830
(203) 340-8306
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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December 3, 2020
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(Date of Event which Requires Filing of this Statement)
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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 Rule 13d-7 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 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).
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Management, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
7,000,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,000,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14
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TYPE OF REPORTING PERSON
IA, CO
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Miller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
7,000,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,000,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 4 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Trading, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
7,000,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,000,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 5 of 7
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Item 1. Security and Issuer.
This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 10,
2019 and amended through the date hereof (as so amended, the “Schedule 13D”) and is being filed with the SEC on behalf of North Sound Management, Inc., a Delaware corporation (“NS Manager”), Brian Miller, a United States citizen and
North Sound Trading, LP, a Delaware limited partnership (“NS Trading” and, together with NS Manager and Mr. Miller, the “Reporting Persons”), relating to the shares of common stock, par value $0.0001 per share (“Common Stock”),
of Flotek Industries, Inc., a Delaware corporation (the “Company”).
Item 3. Source or Amount of Funds or Other Consideration.
The information contained in Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 7,000,000 shares of Common
Stock, which were acquired for aggregate consideration of approximately $15,778,388. The source of the purchase price for the shares of Common Stock was capital contributions from Mr. Miller. No borrowed funds were used to purchase the Common
Stock.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On December 2, 2020, the Company and NS Manager entered into a letter agreement (the “Agreement”) pursuant to which Brian Miller may attend
meetings of the board of directors of the Issuer as a non-voting observer, and receive copies of board materials provided in connection therewith. Mr. Miller may be excluded from certain portions of board meetings and/or accompanying materials
related to attorney-client privileged discussions, as needed to satisfy fiduciary requirements, and similar situations. Under the Agreement, NS Manager agreed that, for a period of one year, it will not acquire greater than 9.9.% of the capital
stock of the Issuer. The Agreement shall continue until the date that NS Manager no longer beneficially owns at least 8% of the Issuer’s outstanding stock or is otherwise terminated by NS Manager.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the
Agreement, which is filed as an exhibit to this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of shares of Common Stock reported
as owned by each Reporting Person is based on a total of 73,094,901 shares of the Company’s Common Stock issued
and outstanding as of November 13, 2020, as reported in the Company’s prospectus filed with the Securities and Exchange Commission on December 1, 2020.
Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 7,000,000
shares of Common Stock, constituting approximately 9.6% of the outstanding shares of Common Stock.
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange
Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial
ownership or that the Reporting Persons constitute a person or group.
(b) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the 7,000,000 shares of Common Stock beneficially owned by the Reporting
Persons.
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 6 of 7
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(c) Except as otherwise set forth below, to the knowledge of the Reporting Persons with respect to the persons
named in response to Item 2(a), none of the persons named in response to Item 2(a) has effected any transactions in shares of Common Stock during the past 60 days.
The following table sets forth the transactions in the Common Stock effected by NS Trading during the past 60 days. All such transactions were effected in the open market
and were funded with capital contributions from Mr. Miller.
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Date
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Shares Purchased
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Per Share Price ($)
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10/2/2020
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50,000
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2.92
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10/5/2020
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65,000
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2.80
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10/7/2020
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51,527
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2.71
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10/8/2020
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25,000
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2.87
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10/9/2020
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29,000
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2.87
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10/14/2020
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32,183
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2.83
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10/19/2020
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30,000
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2.97
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10/20/2020
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25,000
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2.98
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10/21/2020
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10,000
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2.94
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10/23/2020
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82,290
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2.94
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(d) No person other than the Reporting Persons 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, the Common Stock owned by the Reporting Persons.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits.
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CUSIP No. 343389102
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SCHEDULE 13D |
Page 7 of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: December 3, 2020
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NORTH SOUND MANAGEMENT, INC.
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By:
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/s/ Brian Miller | ||
| Name: | Brian Miller | |||
| Title: | President | |||
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NORTH SOUND TRADING, LP
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By:
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North Sound Management, Inc., its
general partner
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| By: | /s/ Brian Miller | |||
| Name: | Brian Miller | |||
| Title: | President | |||
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/s/ Brian Miller
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| Brian Miller | ||||