Filing Details
- Accession Number:
- 0001048462-20-000023
- Form Type:
- 13G Filing
- Publication Date:
- 2020-11-30 16:31:29
- Filed By:
- Wexford Capital
- Company:
- Fts International Inc. (NYSE:FTSI)
- Filing Date:
- 2020-11-30
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Wexford Capital | 0 | 176,876 | 0 | 176,876 | 176,876 | 1.29% |
Wexford GP | 0 | 176,876 | 0 | 176,876 | 176,876 | 1.29% |
Charles E. Davidson | 0 | 176,876 | 0 | 176,876 | 176,876 | 1.29% |
Joseph M. Jacobs | 0 | 176,876 | 0 | 176,876 | 176,876 | 1.29% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FTS International, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
_____________________________________________
(Title of Class of Securities)
30283W302
_____________________________________________
(CUSIP Number)
November 19, 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).
CUSIP NO. 30283W302 | 13G | |||||||
1 | NAME OF REPORTING PERSON | Wexford Capital LP | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) □ (b) □ | |||||||
3 | SEC USE ONLY | |||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
6 | SHARED VOTING POWER | 176,876 | ||||||
7 | SOLE DISPOSITIVE POWER | 0 | ||||||
8 | SHARED DISPOSITIVE POWER | 176,876 | ||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 176,876 | ||||||
. | ||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES □ | |||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 1.29% | ||||||
12 | TYPE OF REPORTING PERSON | PN |
CUSIP NO. 30283W302 | 13G | |||||||
1 | NAME OF REPORTING PERSON | Wexford GP LLC | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) □ (b) □ | |||||||
3 | SEC USE ONLY | |||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | 0 | |||||
6 | SHARED VOTING POWER | 176,876 | ||||||
7 | SOLE DISPOSITIVE POWER | 0 | ||||||
8 | SHARED DISPOSITIVE POWER | 176,876 | ||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 176,876 | ||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES □ | |||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 1.29% | ||||||
12 | TYPE OF REPORTING PERSON | OO |
CUSIP NO. 30283W302 | 13G | |||||||
1 | NAME OF REPORTING PERSON | Charles E. Davidson | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 | 176,876 | ||||||
7 | SOLE DISPOSITIVE POWER | 0 | ||||||
8 | SHARED DISPOSITIVE POWER | 176,876 | ||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 176,876 | ||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES □ | |||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 1.29% | ||||||
12 | TYPE OF REPORTING PERSON | IN |
CUSIP NO. 30283W302 | 13G | |||||||
1 | NAME OF REPORTING PERSON | Joseph M. Jacobs | ||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 | 176,876 | ||||||
7 | SOLE DISPOSITIVE POWER | 0 | ||||||
8 | SHARED DISPOSITIVE POWER | 176,876 | ||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 176,876 | ||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES □ | |||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | 1.29% | ||||||
12 | TYPE OF REPORTING PERSON | IN |
The Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G (this “Statement”) because due to certain affiliates and relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities
directly acquired from the Issuer named in Item 1 below by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the “Joint Filing Agreement”), a copy of which is annexed hereto as Exhibit 99.1.
Item 1.
(a) | Name of Issuer: |
FTS International, Inc.
(b) | Address of Issuer’s Principal Executive Offices: |
777 Main Street, Suite 2900
Fort Worth, TX 76102
Item 2.
(a) | Name of Persons Filing (collectively, the “Reporting Persons”): |
(i) | Wexford Capital LP |
(ii) | Wexford GP LLC |
(iii) | Charles E. Davidson |
(iv) | Joseph M. Jacobs |
(b) | Address of Principal Business Office, or, if none, Residence of Reporting Persons: |
The address of the principal business office of the Reporting Persons is c/o Wexford Capital LP, 777 South Flagler Drive, Suite 602
East, West Palm Beach, FL 33401.
(c) | Citizenship: |
(i) | Wexford Capital LP – Delaware |
(ii) | Wexford GP LLC - Delaware |
(iii) | Charles E. Davidson - United States |
(iv) | Joseph M. Jacobs – United States |
(d) | Title of Class of Securities: |
Class A Common Stock, $0.01 par value
(e) | CUSIP Number: |
30283W302
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: N/A |
(a) | £ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | £ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | £ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) | £ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
(e) | £ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | £ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | £ | A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3); |
(j) | £ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership |
The information required by Items 4(a)-(c) is set
forth in rows (9) and (11) of the cover pages to this Statement with respect to the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by each Reporting Person, and
rows (5) through (8) of the cover pages to this Statement with respect to the number of shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to
direct the disposition. The information in row (11) is calculated on the basis of 13,687,620 shares of Class A Common Stock issued and
outstanding as of November 19, 2020, as reported by the Issuer in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 19, 2020.
As of the date of event that required the filing of this Schedule 13G, the Reporting Persons may have been deemed to beneficially own more than 5% of the
outstanding shares of Class A Common Stock.
Wexford Capital LP (“Wexford Capital”) may, by
reason of its status as manager or investment manager of certain investment funds (the “Wexford Funds”), be deemed to own beneficially the securities held by the Wexford Funds. Wexford GP LLC (“Wexford GP”) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Funds. Each of Charles E. Davidson (“Davidson”) and Joseph M. Jacobs (“Jacobs”) may,
by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by the Wexford Funds. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities
beneficially owned by the Wexford Funds. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities held by the Wexford Funds and this report shall not be deemed as an admission that they are the
beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their respective pecuniary interests therein.
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 persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: X
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
See Item 5. The Wexford Funds have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Class A Common Stock reported herein.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company N/A |
Item 8. | Identification and Classification of Members of the Group N/A |
Item 9. | Notice of Dissolution of Group N/A |
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: November 30, 2020
WEXFORD CAPITAL LP | |||
By: | Wexford GP LLC, its General Partner | ||
By: | /s/ Arthur Amron | ||
Name | Arthur Amron | ||
Title: | Vice President and Assistant Secretary | ||
WEXFORD GP LLC | |||
By: | /s/ Arthur Amron | ||
Name | Arthur Amron | ||
Title: | Vice President and Assistant Secretary | ||
/s/ Joseph M. Jacobs | |||
JOSEPH M. JACOBS | |||
/s/ Charles E. Davidson | |||
CHARLES E. DAVIDSON |
EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G
and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Tiptree Inc.
DATED November 30, 2020
WEXFORD CAPITAL LP | |||
By: | Wexford GP LLC, its General Partner | ||
By: | /s/ Arthur Amron | ||
Name: | Arthur Amron | ||
Title: | Vice President and Assistant Secretary | ||
WEXFORD GP LLC | |||
By: | /s/ Arthur Amron | ||
Name: | Arthur Amron | ||
Title: | Vice President and Assistant Secretary | ||
/s/ Joseph M. Jacobs | |||
JOSEPH M. JACOBS | |||
/s/ Charles E. Davidson | |||
CHARLES E. DAVIDSON |