DAWSON GEOPHYSICAL CO — Director's Dealing 2023

Oct 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DAWSON GEOPHYSICAL CO (DWSN)
CIK: 0000799165
Period of Report: 2023-09-13

Reporting Person: Wilks Brothers, LLC (Director, 10% Owner)
Reporting Person: WB Acquisitions Inc. (10% Owner)
Reporting Person: Wilks Dan H. (10% Owner)
Reporting Person: Wilks Staci (10% Owner)
Reporting Person: Wilks Farris (10% Owner)
Reporting Person: Krylov Sergei (Director)
Reporting Person: Wilks Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-13	Class A common stock, par value $0.01 per share	C	5811765	$1.70	Acquired	24609095	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-13	Convertible Note (convertible into Common Stock)	$1.70	C	5811765	Disposed	2024-06-30	Class A common stock, par value $0.01 per share (5811765)	Indirect

Footnotes

F1: On September 13, 2023, Dawson Geophysical Company ("Dawson") held a virtual special meeting of its stockholders. At the Special Meeting, Dawson's stockholders voted and approved the issuance of 5,811,765 shares of Common Stock of Issuer to Wilks Brothers, LLC ("Wilks Brothers") upon conversion of $9,880,000.50 in principal amount of the Convertible Note dated March 24, 2023 between Dawson and Wilks at a conversion price of $1.70 per share. Upon such approval, the Convertible Note automatically converted in full into the Conversion Shares upon such approval.

F2: Consists of (i) 9,111,736 directly owned by Wilks, (ii) 15,547,010 shares of the Issuer's Common Stock directly owned by WB Acquisitions, and (iii) 349 shares of the Issuer's Common Stock directly owned by Staci Wilks.

F3: Wilks Brothers is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. WB Acquisitions, Inc. ("WB Acquisitions") is an affiliate of Wilks Brothers. Dan H. Wilks and Farris Wilks are brothers; Dan H. Wilks and Staci Wilks are husband and wife and share the same household; Matthew D. Wilks is the Director of the Issuer and VP - Investments of Wilks Brothers; and Sergei Krylov, is the Director of the Issuer and Chief Financial Officer of Wilks Brothers. Matthew D. Wilks and Sergei Krylov were each inadvertently excluded in prior filings and have been added as Reporting Persons. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on June 29, 2023 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. (Continued in footnote 4)

F4: (Continued from footnote 3) Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.