SEC Form 3 · accession 0001688476-17-000030

Keane Group, Inc. · FRAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Commercial Officer

Period of report

Jul 3, 2017

Accepted (ET)

Jul 5, 2017 · 6:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001688476

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—		—	104,187	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Contingent Value Rights (Put Equivalent)^F1,F2	$19.00	holding	—	—	—	Apr 10, 2018	Apr 10, 2018	Common Stock	104,187	—	D

F1Keane Group, Inc. (the "Company") acquired RockPile Energy Services, LLC ("RockPile") pursuant to a Purchase Agreement, dated May 18, 2017, by and among the Company, RockPile and holders of equity interests of RockPile (the "Acquisition"). In connection with the Acquisition, Robert Curt Dacar (the "Reporting Person"), as a RockPile equityholder, was entitled to elect to receive consideration including, but not limited to, 104,187 shares of the Company's common stock and 104,187 contingent value rights ("CVRs"), as described in the Contingent Value Rights Agreement, dated July 3, 2017, by and among the Company, RockPile and certain other equityholders of RockPile, including the Reporting Person (the "CVR Agreement").
F2Each CVR entitles the holder to receive, on April 10, 2018, a cash payment equal to the excess, if any, of $19.00 over the value-weighted average price of a share of common stock over a certain period as described in the CVR Agreement; provided that such cash payment per CVR (i) shall not exceed $2.30 and (ii) may be further limited under certain circumstances as described in the CVR Agreement.