| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FLOC | Class A Common Stock | 21.3K | Jan 15, 2025 | By WD Thunder CV IND LP | F1, F2, F3, F6 | |||||
| holding | FLOC | Class A Common Stock | 3.08M | Jan 15, 2025 | By WD Thunder CV Parallel LP | F1, F2, F3, F7 | |||||
| holding | FLOC | Class A Common Stock | 222K | Jan 15, 2025 | By WD Thunder CV LP | F1, F2, F3, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FLOC | LLC Interests | Jan 15, 2025 | Class A Common Stock | 11.2M | By WDE Flogistix Aggregate LLC | F3, F4, F5, F9 |
| Id | Content |
|---|---|
| F1 | These shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer") will be issued by the Issuer directly to WD Thunder CV IND LP ("CF IND"), WD Thunder CV Parallel LP ("CF Parallel") and WD Thunder CV LP ("CF Main" and, together with CF IND and CF Parallel, the "Blocker Shareholders") prior to the closing of the initial public offering ("IPO") in accordance with a Master Reorganization Agreement ("Master Reorganization Agreement"), dated as of January 15, 2025, by and among the Issuer, Flowco MergeCo LLC, Flogistix Holdings, LLC, WD Thunder CV Parallel Intermediate LLC, and the other parties thereto and a related Master Merger Agreement, in connection with the merger of WD Thunder CV Parallel Blocker LP, WDE Flogistix Upper TE, LLC and Flogistix Upper FI, LLC (the "Blocker Companies") into wholly owned subsidiaries of the Issuer. |
| F2 | (Continued from Footnote 1) Each of the Blocker Companies currently own limited liability company interests in Flowco MergeCo. Such mergers will result in the surviving Blocker Companies initially being wholly owned by the Issuer, prior to their merger with and into the Issuer, and the limited liability company interests in Flowco MergeCo owned by the Blocker Companies thereafter being owned directly by the Issuer. Each of WD Thunder CV Ultimate GP LLC ("WD GP"), WD Thunder CV GP LP ("CV GP") and the Direct Holders (as defined below) disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. |
| F3 | CV GP is the general partner of each of CF IND, CF Parallel and CF Main and the sole manager of WDE Flogistix Aggregate LLC ("WDE," and, together with the Blocker Shareholders, the "Direct Holders"). CV GP is controlled by WD GP. WD GP is controlled by its board of managers which consists of four members. |
| F4 | Represents Common Units of Flowco MergeCo (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock," and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), which will be entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo will be recapitalized into Common Units and |
| F5 | (Continued from Footnote 4) (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled. |
| F6 | These securities are held directly by CF IND. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| F7 | These securities are held directly by CF Parallel. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| F8 | These securities are held directly by CF Main. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
| F9 | These securities are held directly by WDE. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. |
In connection with the Master Reorganization Agreement, the Reporting Persons will enter into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they will agree to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock outstanding after giving effect to the shares issued in the IPO (assuming the underwriters' option to purchase additional shares is not exercised). Accordingly, the Reporting Persons are filing this Form 3 in part by virtue of their deemed membership in such "group," and WD GP may be deemed to be a director by deputization by virtue of the right of it to designate a member of the Issuer's board of directors pursuant to the Stockholders Agreement However, each of the Reporting Persons disclaim any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein.