Jared Vitemb - 04 Mar 2022 Form 4 Insider Report for FTS International, Inc.

Signature
/s/ Jared Vitemb
Issuer symbol
N/A
Transactions as of
04 Mar 2022
Net transactions value
$0
Form type
4
Filing time
08 Mar 2022, 19:19:18 UTC
Previous filing
12 Oct 2021
Next filing
31 Mar 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTSI Class A Common Stock Disposed to Issuer -1,686 -100% 0 04 Mar 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FTSI Restricted Stock Units Disposed to Issuer -3,738 -100% 0 04 Mar 2022 Class A Common Stock 0 Direct F1, F2, F3
transaction FTSI Warrant (right to buy) Disposed to Issuer -569 -100% 0 04 Mar 2022 Class A Common Stock 569 $33.04 Direct F4
transaction FTSI Warrant (right to buy) Disposed to Issuer -1,422 -100% 0 04 Mar 2022 Class A Common Stock 1,422 $37.14 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jared Vitemb is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2021, among FTS International, Inc. (the "Company"), Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), Effective as of March 4, 2022, as contemplated by the Agreement and Plan of Merger, dated as of October 21, 2021, among the Company, Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated March 1, 2022, referred to as the Merger Agreement, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a majority owned subsidiary of Profrac. At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive $26.52 in cash (the "per-share merger consideration").
F2 In addition, all outstanding options and restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes. The Merger is more fully described in the Company's Proxy Statement filed with the SEC on January 24, 2022.
F3 These Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.
F4 The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.97 per warrant.
F5 The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.04 per warrant.