| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc. [ FTSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/19/2020 | J(1)(2) | 2,080,857 | D | (1)(2) | 0 | I | See Footnote(3) | ||
| Class A Common Stock | 11/19/2020 | A | 496,289 | A | (1)(4) | 496,289 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $33.04 | 11/19/2020 | A | 588,713 | (5) | 11/19/2023 | Class A Common Stock | 588,713 | (5) | 588,713 | I | See Footnote(3) | |||
| Warrant (right to buy) | $37.14 | 11/19/2020 | A | 1,471,783 | (5) | 11/19/2023 | Class A Common Stock | 1,471,783 | (5) | 1,471,783 | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On September 22, 2020, FTS International, Inc. (the "Company") and certain of its subsidiaries filed petitions for voluntary relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). On September 22, 2020, the Company filed the Joint Prepackaged Chapter 11 Plan of Reorganization of FTS International, Inc. and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On November 19, 2020 (the "Effective Date"), the Plan became effective in accordance with its terms, and the Company emerged from Chapter 11. |
| 2. On the Effective Date, all outstanding shares of the Company's common stock were canceled and extinguished in accordance with the Plan approved by the Bankruptcy Court. |
| 3. Maju Investments (Mauritius) Pte Ltd is wholly owned by Fullerton Fund Investments Pte Ltd, which is wholly owned by Temasek Holdings (Private) Limited. Accordingly, Fullerton Fund Investments Pte Ltd and Temasek Holdings (Private) Limited may be deemed to be indirect beneficial owners of the Class A Common Stock and Warrants beneficially owned directly by Maju Investments (Mauritius) Pte Limited. |
| 4. On the Effective Date, new shares of the Company's Class A Common Stock were issued to the Reporting Person pursuant to the Plan in exchange for the Company's old common stock. The receipt of the Class A Common Stock was involuntary, without additional consideration and in accordance with the Plan. |
| 5. On the Effective Date, the Reporting Person received Warrants to purchase shares of Class A Common Stock. The Warrants are exercisable for one share of Class A Common Stock from the date of issuance until November 19, 2023. The receipt of the Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. |
| /s/ Gregory Tan in his capacity as Authorized Signatory of Temasek Holdings (Private) Limited | 11/23/2020 | |
| /s/ Gregory Tan in his capacity as Director of Fullerton Fund Investments Pte Ltd | 11/23/2020 | |
| /s/ Poy Weng Cheun in his capacity as Director of Maju Investments (Mauritius) Pte Ltd | 11/23/2020 | |
| ** 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. | ||