UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Twin Disc, Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

901476101

(CUSIP Number)

June 24, 2016

(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)

x 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).

 

 

 

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CUSIP Number 901476101

 

1		Names of Reporting Persons   Dan H. Wilks
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (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   569,000
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   569,000
9		Aggregate Amount Beneficially Owned by Each Reporting Person   569,000
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11		Percent of Class Represented by Amount in Row (9)   5.0%1
12		Type of Reporting Person (See Instructions)   IN

 

 

1	Based on 11,350,174 shares of Common Stock of the Issuer outstanding as of April 29, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2016.

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CUSIP Number 901476101

 

1		Names of Reporting Persons   Staci Wilks
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (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   569,000
				7		Sole Dispositive Power   0
				8		Shared Dispositive Power   569,000
9		Aggregate Amount Beneficially Owned by Each Reporting Person   569,000
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11		Percent of Class Represented by Amount in Row (9)   5.0%1
12		Type of Reporting Person (See Instructions)   IN

 

 

1	Based on 11,350,174 shares of Common Stock of the Issuer outstanding as of April 29, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2016.

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CUSIP Number 901476101

 

1		Names of Reporting Persons   Wilks Brothers, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x        (b)  ¨
3		SEC Use Only
4		Citizenship or Place of Organization   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		Sole Voting Power   100
				6		Shared Voting Power   0
				7		Sole Dispositive Power   100
				8		Shared Dispositive Power   0
9		Aggregate Amount Beneficially Owned by Each Reporting Person   100
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11		Percent of Class Represented by Amount in Row (9)   .0009%1
12		Type of Reporting Person (See Instructions)   OO

 

 

1	Based on 11,350,174 shares of Common Stock of the Issuer outstanding as of April 29, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2016.

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Item 1.

 

(a)

Name of Issuer: Twin Disc, Incorporated

 

(b)

Address of Issuer’s Principal Executive Offices

1328 Racine Street

Racine, Wisconsin 53403

Item 2.

 

(a)

Name of Persons Filing:

This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, and Wilks Brothers, LLC.

 

(b)

Address of Principal Business Office or, if None, Resident:

Dan H. Wilks

17010 Interstate 20

Cisco, TX 76437

Staci Wilks

17010 Interstate 20

Cisco, TX 76437

Wilks Brothers, LLC

17010 Interstate 20

Cisco, TX 76437

 

(c)

Citizenship:

Dan H. Wilks is a citizen of the United States of America.

Staci Wilks is a citizen of the United States of America.

Wilks Brothers, LLC is a limited liability company organized in the State of Texas.

 

(d)

Title of Class of Securities: Common stock, no par value.

 

(e)

CUSIP Number: 901476101

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:

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:            .

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Item 4. Ownership.

The information in items 1 through 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.

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 any of the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 99.1

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 27, 2016

 

 

*By:		/s/ Morgan Neff
		Morgan Neff, as Attorney-in-Fact

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Identification of Members of the Group
99.2		Joint Filing Agreement dated June 27, 2016.
99.3		Power of Attorney - Dan Wilks
99.4		Power of Attorney - Staci Wilks
99.5		Power of Attorney - Wilks Brothers, LLC

 

Exhibit 99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

Dan H. Wilks

Staci Wilks

Wilks Brothers, LLC

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, no par value, of Twin Disc, Incorporated, a Wisconsin corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of June 27, 2016.

 

 

*By:		/s/ Morgan Neff
		Morgan Neff, as Attorney-in-Fact

Exhibit 99.3

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

1.

Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144, (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, and (d) any joint filing agreement in connection with the preceding clauses (a)-(c);

 

2.

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

3.

Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.

This Power of Attorney shall remain in full force and effect until the undersigned revokes this Power of Attorney in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

 

Exhibit 99.4

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

1.

Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144, (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, and (d) any joint filing agreement in connection with the preceding clauses (a)-(c);

 

2.

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

3.

Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.

This Power of Attorney shall remain in full force and effect until the undersigned revokes this Power of Attorney in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.

 

Exhibit 99.5

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

1.

Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144, (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, and (d) any joint filing agreement in connection with the preceding clauses (a)-(c);

 

2.

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

 

3.

Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.

This Power of Attorney shall remain in full force and effect until the undersigned revokes this Power of Attorney in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.