Sec Form 3 Filing - WD Thunder CV Ultimate GP LLC @ Flowco Holdings Inc. - 2025-01-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WD Thunder CV Ultimate GP LLC 2. Issuer Name and Ticker or Trading Symbol Flowco Holdings Inc. [ FLOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O WHITE DEER MANAGEMENT LLC, 700 LOUISIANA ST., SUITE 4770 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2025 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 21,280 I By WD Thunder CV IND LP ( 1 ) ( 2 ) ( 3 ) ( 6 ) Class A Common Stock 3,082,564 I By WD Thunder CV Parallel LP ( 1 ) ( 2 ) ( 3 ) ( 7 ) Class A Common Stock 221,590 I By WD Thunder CV LP ( 1 ) ( 2 ) ( 3 ) ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 LLC Interests ( 4 ) ( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 11,158,154 I ( 3 ) By WDE Flogistix Aggregate LLC ( 3 ) ( 4 ) ( 5 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WD Thunder CV Ultimate GP LLC C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X See Remarks WD Thunder CV GP, LP C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X WD Thunder CV IND LP C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X WD Thunder CV Parallel LP C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X WD Thunder CV LP C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X WDE Flogistix Aggregate, LLC C/O WHITE DEER MANAGEMENT LLC 700 LOUISIANA ST., SUITE 4770 HOUSTON, TX77002 X X Signatures WD Thunder CV Ultimate GP LLC, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date WD Thunder CV GP LP, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date WD Thunder CV IND LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date WD Thunder CV LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date WD Thunder CV Parallel LP, By: WD Thunder CV GP LP, its general partner, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date WDE Flogistix Aggregate LLC, By: WD Thunder CV GP LP, its manager, By: WD Thunder CV Ultimate GP LLC, its general partner, By: /s/ Varun Babbili, Varun Babbili, Director 01/15/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer") will be issued by the Issuer directly to WDThunder CV IND LP ("CF IND"), WD Thunder CV Parallel LP ("CF Parallel") and WD Thunder CV LP ("CF Main" and, together with CF IND and CFParallel, the "Blocker Shareholders") prior to the closing of the initial public offering ("IPO") in accordance with a Master Reorganization Agreement ("MasterReorganization Agreement"), dated as of January 15, 2025, by and among the Issuer, Flowco MergeCo LLC, Flogistix Holdings, LLC, WD Thunder CVParallel Intermediate LLC, and the other parties thereto and a related Master Merger Agreement, in connection with the merger of WD Thunder CV ParallelBlocker LP, WDE Flogistix Upper TE, LLC and Flogistix Upper FI, LLC (the "Blocker Companies") into wholly owned subsidiaries of the Issuer. ( 2 )(Continued from Footnote 1) Each of the Blocker Companies currently own limited liability company interests in Flowco MergeCo. Such mergers will result in the surviving Blocker Companies initiallybeing wholly owned by the Issuer, prior to their merger with and into the Issuer, and the limited liability company interests in Flowco MergeCo owned by theBlocker Companies thereafter being owned directly by the Issuer. Each of WD Thunder CV Ultimate GP LLC ("WD GP"), WD Thunder CV GP LP ("CV GP")and the Direct Holders (as defined below) disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. ( 3 )CV GP is the general partner of each of CF IND, CF Parallel and CF Main and the sole manager of WDE Flogistix Aggregate LLC ("WDE," and, togetherwith the Blocker Shareholders, the "Direct Holders"). CV GP is controlled by WD GP. WD GP is controlled by its board of managers which consists of fourmembers. ( 4 )Represents Common Units of Flowco MergeCo (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of theIssuer ("Class B Common Stock," and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated LimitedLiability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), which will be entered into pursuant to the Master ReorganizationAgreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo will berecapitalized into Common Units and ( 5 )(Continued from Footnote 4) (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cashbased 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 theterms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class BCommon Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled. ( 6 )These securities are held directly by CF IND. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to theextent of his or its pecuniary interest therein. ( 7 )These securities are held directly by CF Parallel. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except tothe extent of his or its pecuniary interest therein. ( 8 )These securities are held directly by CF Main. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to theextent of his or its pecuniary interest therein. ( 9 )These securities are held directly by WDE. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to theextent of his or its pecuniary interest therein.

Remarks: In connection with the Master Reorganization Agreement, the Reporting Persons will enter into a Stockholders Agreement with certain other stockholders of theIssuer, pursuant to which, among other matters, they will agree to vote in favor of each others' director nominees. As a result, certain Reporting Personsmay be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of t he Act and Rule 13d-5 thereunder, with such other stockholders of theIssuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stockoutstanding after giving effect to the shares issued in the IPO (assuming the underwriters' option to purchase additional shares is not exercised). Accordingly, theReporting Persons are filing this Form 3 in part by virtue of their deemed membership in such "group," and WD GP may be deemed to be a director bydeputization by virtue of the right of it to designate a member of the Issuer's board of directors pursuant to the Stockholders Agreement However, each of theReporting Persons disclaim any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are notreflected in the tables herein.

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).

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