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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Keane Group Inc | NYSE:FRAC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.55 | 0 | 01:00:00 |
Delaware
|
|
38-4016639
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Kevin M. McDonald
Executive Vice President, General Counsel & Secretary
Keane Group, Inc.
1800 Post Oak Boulevard, Suite 450
Houston, TX 77056
|
(Name and address of agent for service)
|
|
713 357-9490
|
(Telephone number, including area code, of agent for service)
Copies to:
|
Stuart D. Freedman, Esq.
Antonio L. Diaz-Albertini, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
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212 756-2000
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CALCULATION OF REGISTRATION FEE
|
||||
Title of securities to be registered
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Amount to be registered
(1)
|
Proposed maximum offering price per share
(3)
|
Proposed maximum aggregate offering price
(3)
|
Amount of registration fee
|
Common Stock, par value $0.01 per share
|
4,200,000
(2)
|
$7.28
|
$30,576,000
|
$3,705.81
|
(1)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement registers such additional shares of common stock, par value $0.01 per share (“Common Stock”), of Keane Group, Inc., a Delaware corporation (the “Registrant”) and securities that may from time to time be offered or issued under the Keane Group, Inc. Equity and Incentive Award Plan (the “Incentive Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions that result in an increase in the number of the outstanding shares of Common Stock or securities issuable pursuant to awards granted under the Incentive Plan. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Incentive Plan.
|
(2)
|
This Registration Statement covers 4,200,000 shares of Common Stock available to be granted under or issuable pursuant to awards under the Incentive Plan.
|
(3)
|
Calculated solely for purposes of this offering in accordance with Rule 457(c) and (h) of the Securities Act. The proposed maximum offering price per share is based upon the high and low prices of the Registrant’s Common Stock on June 24, 2019, as reported on the New York Stock Exchange.
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Item 3.
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Incorporation of Documents by Reference.
|
|
(a)
|
|
our Annual Report on
Form 10-K
for the year ended December 31, 2018 filed with the SEC on February 27, 2019 (File No. 001-37988);
|
|
|
|
|
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(b)
|
|
the information responsive to Part III of Form 10-K for the year ended December 31, 2018 provided in our
Proxy Statement on Schedule 14A
filed with the SEC on April 1, 2019 (File No. 001-37988);
|
|
|
|
|
|
(c)
|
|
our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2019 filed with the SEC on May 7, 2019 (File No. 001-37988);
|
|
|
|
|
|
(d)
|
|
our Current Reports on Form 8-K and Form 8-K/A filed with the SEC on
January 11, 2019
,
May 14, 2019
,
May 14, 2019
and
June 17, 2019
(File No. 001-37988); and
|
|
|
|
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(e)
|
|
the description of capital stock contained in the Registration Statement on
Form 8-A
, as filed with the SEC on January 18, 2017 (File No. 001-37988), including any amendments or reports filed for the purpose of updating such description.
|
Exhibit Number
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Description
|
|
|
Keane Group, Inc.
|
||
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By:
|
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/s/ Robert W. Drummond
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Name:
|
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Robert W. Drummond
|
Title:
|
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Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
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Signature
|
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Title
|
|
|
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/s/ Robert W. Drummond
|
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Chief Executive Officer and Director
|
Robert W. Drummond
|
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(Principal Executive Officer)
|
|
|
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/s/ Gregory L. Powell
|
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President and Chief Financial Officer
|
Gregory L. Powell
|
|
(Principal Financial Officer)
|
|
|
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/s/ Lamphung Ngo-Burns
|
|
Chief Accounting Officer
|
Lamphung Ngo-Burns
|
|
(Principal Accounting Officer)
|
|
|
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/s/ James C. Stewart
|
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Executive Chairman
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James C. Stewart
|
|
|
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/s/ Marc G. R. Edwards
|
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Lead Director
|
Marc G. R. Edwards
|
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/s/ Lucas N. Batzer
|
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Director
|
Lucas N. Batzer
|
|
|
|
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/s/ Dale M. Dusterhoft
|
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Director
|
Dale M. Dusterhoft
|
|
|
|
|
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/s/ Christian A. Garcia
|
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Director
|
Christian A. Garcia
|
|
|
|
|
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/s/ Gary M. Halverson
|
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Director
|
Gary M. Halverson
|
|
|
|
|
|
/s/ Lisa A. Gray
|
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Director
|
Lisa A. Gray
|
|
|
|
|
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/s/ Shawn Keane
|
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Director
|
Shawn Keane
|
|
|
|
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/s/ Elmer D. Reed
|
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Director
|
Elmer D. Reed
|
|
|
|
|
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/s/ Lenard B. Tessler
|
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Director
|
Lenard B. Tessler
|
|
|
|
|
|
/s/ Scott Wille
|
|
Director
|
Scott Wille
|
|
|
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