Wilks Brothers Form 4 DAWSON GEOPHYSICAL / Farris Wilks ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Wilks Brothers, LLC

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DAWSON GEOPHYSICAL CO [ DWSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.01 per share	06/12/2023		P		4,166	A	$2.17⁽¹⁾	17,645,762⁽²⁾	I⁽²⁾⁽³⁾	See Footnote⁽³⁾
Class A common stock, par value $0.01 per share	06/13/2023		P		4,438	A	$2.19	17,650,200⁽²⁾	I⁽²⁾⁽³⁾	See Footnote⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Wilks Brothers, LLC

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WB Acquisitions Inc.

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wilks Dan H.

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wilks Staci

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wilks Farris

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $2.06 to $2.39 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Consists of (i) 2,094,237 directly owned by Reporting Party, (ii) 15,547,010 shares of the Issuer's Common Stock directly owned by WB Acquisitions and (iii) 349 shares of the Issuer's Common Stock directly owned by Staci Wilks.

3. Wilks Brothers, LLC ("Wilks Brothers") is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. WB Acquisitions, Inc. ("WB Acquisitions") is a subsidiary of Wilks Brothers. Dan H. Wilks and Farris Wilks are brothers and may be deemed to indirectly beneficially own the shares of the Issuer's Common Stock directly owned by each of Wilks Brothers and WB Acquisitions. Dan H. Wilks and Staci Wilks are husband and wife and share the same household, and Dan H. Wilks may be deemed to indirectly beneficially own the shares of the Issuer's Common Stock directly owned by Staci Wilks. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

Remarks:

	/s/ [Javier Rocha, Attorney-in-Fact]	06/14/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Wilks Brothers Form 4DAWSON GEOPHYSICAL / Farris Wilks ownership change