As filed with the Securities and Exchange Commission on February 26, 2019
Registration No. 333-222831
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Keane Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1389
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38-4016639
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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1800 Post Oak Boulevard, Suite 450
Houston, TX 77056
(713) 357-9490
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Kevin M.
McDonald
Executive Vice President, General Counsel & Secretary
Keane Group, Inc.
1800
Post Oak Boulevard, Suite 450
Houston, TX 77056
(713) 357-9490
(Name, address, including zip code, and 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, NY 10022
Phone:
(212) 756-2000
Fax:
(212) 593-5955
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest
reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company
in Rule 12b-2 of
the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value
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51,668,175
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$8.91(1)
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$460,363,439.25(1)
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$55,796.05(2)
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the
Securities Act of 1933, as amended. In accordance with Rule 457(c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low selling prices of the common stock on January 8, 2019 as reported on the New York
Stock Exchange.
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(2)
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Previously paid in connection with the Prospectus Supplement filed with the Securities and Exchange Commission
on January 11, 2019 pursuant to Rule 424(b)(7) (File
No. 333-222831).
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