UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
QEP Resources Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74733V100
(CUSIP Number)
June 10, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
Dan H. Wilks | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
19,996,379 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
19,996,379 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,996,379 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
8.26%* | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 2 of 14
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
Staci Wilks | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,046,227 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,046,227 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,046,227 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
7.45%* | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 3 of 14
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
THRC Holdings, LP | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
State of Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
17,546,227 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
17,546,227 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,546,227 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
7.25%* | |||||
| 12 | Type of Reporting Person (See Instructions)
PN | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 4 of 14
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
THRC Management, LLC | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
State of Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
17,546,227 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
17,546,227 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,546,227 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
7.25%* | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 5 of 14
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
Wilks Brothers, LLC | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
State of Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,950,152 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,950,152 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,152 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
0.81%* | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 6 of 14
|
CUSIP No. 74733V100
|
| 1 | Names of Reporting Persons
Farris Wilks | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,950,152 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,950,152 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,152 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
0.81%* | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
| * | Based on the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020. |
Page 7 of 14
| Item 1. | |
| (a) | Name of Issuer: QEP Resources, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
1050 17th Street, Suite 800
Denver, CO 80265
| Item 2. | |
| (a) | Name of Person Filing: |
This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, THRC Management, LLC, THRC Holdings, LP, Wilks Brothers, LLC, and Farris Wilks (the “Reporting Persons”).
| (b) | Address of Principal Business Office or, if None, Residence: |
Dan H. Wilks
17018 IH 20
Cisco, TX 76437
Staci Wilks
17018 IH 20
Cisco, TX 76437
THRC Holdings, LP
17018 IH 20
Cisco, TX 76437
THRC Management, LLC
17018 IH 20
Cisco, TX 76437
Wilks Brothers, LLC
17018 IH 20
Cisco, TX 76437
Farris Wilks
17018 IH 20
Cisco, TX 76437
| (c) | Citizenship: |
Dan H. Wilks is a citizen of the United States of America.
Staci Wilks is a citizen of the United States of America.
THRC Holdings, LP is a limited partnership organized under the laws of the State of Texas.
THRC Management, LLC is a limited liability company organized under the laws of the State of Texas.
Wilks Brothers, LLC is a limited liability company organized under the laws of the State of Texas.
Farris Wilks is a citizen of the United States of America.
Page 8 of 14
| (d) | Title and Class of Securities: |
Common Stock, par value $0.01 per share
| (e) | CUSIP No.:74733V100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
☐ |
Broker or dealer registered under Section 15 of the Act; | ||
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) |
☐ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | ||
| (j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||
| (k) |
☐ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 19,996,379 shares of the Common Stock of the Issuer, representing 8.26% of the 242,182,385 shares outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 29, 2020.
As of June 19, 2020, THRC Holdings, LP (“Holdings”) owns 17,546,227 shares of the Issuer’s Common Stock. THRC Management, LLC, (“Management”) as General Partner of Holdings, has exclusive voting and investment power over the shares of Issuer’s Common Stock held by Holdings, and therefore may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who shares the same household, may be deemed to exercise voting and investment power over the shares of Issuer’s Common Stock directly owned by Holdings and therefore may be deemed to beneficially own such shares.
Wilks Brothers beneficially owns 1,950,152 shares of Common Stock, representing 0.81% of the Issuer’s issued and outstanding Common Stock. Wilks Brothers, LLC is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. Dan H. Wilks and Farris Wilks are brothers and may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by Wilks Brothers.
Page 9 of 14
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. Not applicable. |
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Not applicable. |
| Item 8. | Identification and classification of members of the group. See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. Not applicable. |
| Item 10. | Certifications. Not applicable. |
Page 10 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: June 19, 2020
| * |
| Dan H. Wilks |
| * |
| Staci Wilks |
| * |
| Farris Wilks |
| THRC Management, LLC | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: | Attorney-in-Fact | |
| THRC Holdings, LP | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: | Attorney-in-Fact | |
| Wilks Brothers, LLC | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: | Attorney-in-Fact | |
| *By: |
/s/ Matthew Wilks | |
| Matthew Wilks, as Attorney-in-Fact |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 11 of 14
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Identification of Members of the Group | |
| 99.2 | Joint Filing Agreement | |
Page 12 of 14
Exhibit 99.1
IDENTIFICATION OF MEMBERS OF THE GROUP
Dan H. Wilks
Staci Wilks
THRC Holdings, LP
THRC Management, LLC
Wilks Brothers, LLC
Farris Wilks
Page 13 of 14
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of QEP Resources, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of June 19, 2020.
| * |
| Dan H. Wilks |
| * |
| Staci Wilks |
| * |
| Farris Wilks |
| THRC Management, LLC | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: | Attorney-in-Fact | |
| THRC Holdings, LP | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: Attorney-in-Fact | ||
| Wilks Brothers, LLC | ||
| By: | /s/ Matthew Wilks | |
| Name: | Matthew Wilks | |
| Title: | Attorney-in-Fact | |
| *By: | /s/ Matthew Wilks | |
| Matthew Wilks, as Attorney-in-Fact |
Page 14 of 14