CRR / Carbo Ceramics Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Carbo Ceramics Inc.
US ˙ NYSE ˙ US1407811058
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 5299007CNGIFG9FUMA58
CIK 1009672
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carbo Ceramics Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
December 30, 2020 15-12B

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-15903 CARBO Ceramics Inc. (Exact name of registrant as specified

June 22, 2020 15-15D

- FORM 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-219620 CARBO Ceramics Inc. (Exact name of registrant as specified in its

June 22, 2020 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 18, 2020 CARBO Ceramics Inc.

June 15, 2020 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on June 15, 2020 Registration No.

May 15, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15903 CARBO Ceramics Inc. (Exact na

May 15, 2020 POS AM

- POS AM 333-104110

As filed with the Securities and Exchange Commission on May 15, 2020 Registration No.

May 15, 2020 EX-21

CARBO CERAMICS INC.

Exhibit 21 CARBO CERAMICS INC. SUBSIDIARIES NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100% CARBO Ceramics (China) Company Ltd. China 100% CARBO International, Inc. Delaware, USA 100% Asset Guard Products Inc. Delaware, USA 100% StrataGen, Inc. Delaware, USA 100%

May 15, 2020 EX-95

Mine Safety Disclosure

Exhibit 95 MINE SAFETY DISCLOSURE For the year ended December 31, 2019, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, and the Marshfield, Wisconsin processing facility.

May 15, 2020 EX-4.3

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934

Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the terms of the capital stock of CARBO Ceramics Inc. (the “Company,” “our” or “we”) is based upon our restated certificate of incorporation (our “certificate of incorporation”) and third amended and restated by-laws (our “by-laws”), both of which are

May 15, 2020 EX-10.45

Waiver to Credit Agreement, dated as of January 31, 2020, by and among CARBO Ceramics Inc., the lenders party thereto, and Wilks Brothers, LLC, as administrative agent

Exhibit 10.45 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT, dated as of January 31, 2020 (this “Agreement”), is made by and among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein having the meanings ascribed to them in the Credit Agreement referred to below) party hereto and W

May 15, 2020 POS AM

- POS AM 333-211519

As filed with the Securities and Exchange Commission on May 15, 2020 Registration No.

May 15, 2020 EX-10.46

Waiver to Credit Agreement, dated as of February 27, 2020, by and among CARBO Ceramics Inc., the lenders party thereto, and Wilks Brothers, LLC, as administrative agent

Exhibit 10.46 WAIVER TO CREDIT AGREEMENT THIS WAIVER TO CREDIT AGREEMENT, dated as of February 27, 2020 (this “Agreement”), is made by and among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein having the meanings ascribed to them in the Credit Agreement referred to below) party hereto and

May 15, 2020 POS AM

- POS AM 333-35850

As filed with the Securities and Exchange Commission on May 15, 2020 Registration No.

May 15, 2020 S-8 POS

- S-8 POS

S-8 POS 1 crr-s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 15, 2020 Registration No. 333-219620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-219620 UNDER THE SECURITIES ACT OF 1933 CARBO Ceramics Inc. (Exact name of registrant as specified in its charter) Delaware 7

April 27, 2020 EX-99.1

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April 27, 2020 EX-99.1

CH 11

Exhibit 99.1 Project Camel 13-Week Cash Forecast Prepared as of March 26, 2020 CH 11 Emergence 4/3/20 4/10/20 4/17/20 4/24/20 5/1/20 5/8/20 5/15/20 5/22/20 5/29/20 6/5/20 6/12/20 6/19/20 6/26/20 Forecast Wk 1 Wk 2 Wk 3 Wk 4 Wk 5 Wk 6 Wk 7 Wk 8 Wk 9 Wk 10 Wk 11 Wk 12 Wk 13 13-Wk ($000s) POST POST POST POST POST POST POST POST POST POST POST POST POST Total Cash Receipts Customer Collections $1,382

April 27, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 21, 2020 CARBO Ceramics Inc.

April 3, 2020 EX-10.1

Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of March 30, 2020, by and among CARBO Ceramics Inc., as borrower, Asset Guard Products Inc. and StrataGen, Inc., as guarantors, and Wilks Brothers, LLC, as a lender

Exhibit 10.1 Execution Version SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of March 30, 2020 Among CARBO CERAMICS INC. as Borrower, The Guarantors Party Hereto, and WILKS BROTHERS, LLC, as Lender, and The Other Lenders Party Hereto as Lenders $15,000,000 Article 1 DEFINITIONS AND ACCOUNTING TERMS 2 Section 1.1 Terms Defined Above 2 Section 1.2 Certain Defined Terms

April 3, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

8-K 1 crr-8k20200330.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 30, 2020 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incor

March 30, 2020 EX-99.1

CARBO Ceramics Announces Agreement with Wilks Brothers to Acquire Business and Strengthen Financial Position Parties Initiate Consensual, Voluntary Chapter 11 Process to Facilitate Ownership Change and Recapitalization, with Financing Commitment

Exhibit 99.1 NEWS RELEASE #20-02 CARBO Ceramics Announces Agreement with Wilks Brothers to Acquire Business and Strengthen Financial Position Parties Initiate Consensual, Voluntary Chapter 11 Process to Facilitate Ownership Change and Recapitalization, with Financing Commitment HOUSTON, March 29, 2020 /PRNewswire/ - CARBO Ceramics Inc. (“CARBO” or “the Company”) today announced that it has reached

March 30, 2020 EX-10.1

Restructuring Support Agreement, dated as of March 28, 2020, by and among CARBO Ceramics Inc., Asset Guard Products Inc., StrataGen, Inc., Wilks Brothers, LLC and Equify Financial, LLC

Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT March 28, 2020 among CARBO Ceramics Inc. Asset Guard Products Inc. StrataGen Inc. and Wilks Brothers, LLC Equify Financial LLC THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY (AS DEFINED BELOW) THAT WILL BE EFFECTUATED THROUGH FILING THE CHAPTER 11 CAS

March 30, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 28, 2020 CARBO Ceramics Inc.

March 30, 2020 NT 10-K

CRR / Carbo Ceramics Inc. NT 10-K - - NT 10-K

NT 10-K 1 crr-nt10k20191231.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-15903 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

February 12, 2020 SC 13G/A

CRR / Carbo Ceramics Inc. / MORRIS WILLIAM C - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 carbo-sc13ga123119.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 19)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 140781108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this

February 6, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 31, 2020 CARBO Ceramics Inc.

January 28, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 27, 2020 CARBO Ceramics Inc.

January 28, 2020 EX-10.1

Form of Retention Agreement.

Exhibit 10.1 KEY EMPLOYEE RETENTION AGREEMENT This Key Employee Retention Agreement (this “Agreement”) is made by and among CARBO CERAMICS INC. (the “Company”) and (“Employee”) and is entered into effective as of the date of Employee’s execution of this Agreement, as set forth on the signature page hereto (the “Effective Date”). In order to be eligible for this incentive, Employee must sign and re

January 27, 2020 8-K

Financial Statements and Exhibits

8-K 1 crr-8k20200121.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 21, 2020 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Inc

January 27, 2020 EX-16.1

Letter from Ernst & Young LLP, dated January 27, 2020.

Exhibit 16.1 January 27, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated January 27, 2020, of CARBO Ceramics Inc. and are in agreement with the statements contained in the third, fourth, and fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant

January 10, 2020 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of common stock (the "Common Stock") of Carbo Ceramics Inc.

January 2, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 27, 2019 CARBO Ceramics Inc.

December 20, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 20, 2019 CARBO Ceramics Inc.

December 20, 2019 EX-99.1

CARBO Provides Update on NYSE Delisting, Announces Move to OTCQB Market

Exhibit 99.1 NEWS RELEASE #19-17 CARBO Provides Update on NYSE Delisting, Announces Move to OTCQB Market HOUSTON, December 20, 2019 /PRNewswire/ - CARBO Ceramics Inc. (“CARBO” or “the Company”) today announced that, as anticipated, it received notification from the New York Stock Exchange (“NYSE”) of the suspension of trading of the Company’s common shares effective today, December 20, 2019, at th

December 13, 2019 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 10, 2019 CARBO Ceramics Inc.

December 13, 2019 EX-99.1

CARBO Announces Delisting from NYSE, Applies to Have Shares Trade on OTCQB Market

Exhibit 99.1 NEWS RELEASE #19-16 CARBO Announces Delisting from NYSE, Applies to Have Shares Trade on OTCQB Market HOUSTON, December 13, 2019 /PRNewswire/ - CARBO Ceramics Inc. (NYSE: CRR) (“CARBO” or “the Company”) today announced that it expects its common shares will be delisted from the New York Stock Exchange (“NYSE”) on or about December 20, 2019 as a result of its failure to meet the NYSE’s

November 18, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 13, 2019 CARBO Ceramics Inc.

November 8, 2019 EX-99.1

CARBO® Announces Third Quarter 2019 Results Conference Call Scheduled for Monday, November 11, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #19-15 CARBO® Announces Third Quarter 2019 Results Conference Call Scheduled for Monday, November 11, 10:30 a.m. Central Time HOUSTON, TX (November 8, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the third quarter of 2019. • Revenue for the third quarter of 2019 of $43.5 million, an increase of 1% sequentially. • Cash and cash equivalents a

November 8, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 crr-8k20191108.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 8, 2019 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Inc

November 8, 2019 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended September 30, 2019, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama manufacturing facility, the McIntyre, Georgia manufacturing facility, the Toomsboro, Georgia manufacturing facility, and the Marshfield, Wisconsin processing facility.

November 8, 2019 10-Q

CRR / Carbo Ceramics Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC

July 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 25, 2019 CARBO Ceramics Inc.

July 25, 2019 EX-99.1

CARBO® Announces Second Quarter 2019 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #19-11 CARBO® Announces Second Quarter 2019 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (July 25, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the second quarter of 2019. • Transformation strategy accelerated with several key steps taken to expand existing product offerings and enter new markets. • Previ

July 25, 2019 EX-10.1

2019 CARBO Ceramics Inc. Omnibus Incentive Plan

Exhibit 10.1 2019 CARBO CERAMICS INC. OMNIBUS INCENTIVE PLAN 1. Purpose of the Plan This 2019 CARBO Ceramics Inc. Omnibus Incentive Plan is intended to promote the interests of the Company and its stockholders by providing the key employees of the Company, and eligible Directors of CARBO Ceramics, with incentives and rewards to encourage them to continue in the service of the Company. The Plan is

July 25, 2019 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended June 30, 2019, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, and the Marshfield, Wisconsin processing facility.

July 25, 2019 10-Q

CRR / Carbo Ceramics Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC. (Ex

July 25, 2019 EX-10.2

Contract Manufacturing Services Agreement by and between CARBO Ceramics Inc. and PicOnyx, Inc.

Exhibit 10.2 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted terms have been marked at the appropriate place with “[XXX]”. CONTRACT MANUFACTURING SERVICES AGREEMENT This CONTRACT MANUFACTURING SERVICES AGREEMENT (the “Agreement”) is entered into and made effective as of May 28, 2

July 9, 2019 SC 13D/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SCHEDULE 13D/A (AMENDMENT NO. 4) Activist Investment

SC 13D/A 1 p19-0089sch13da.htm SCHEDULE 13D/A (AMENDMENT NO. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) Morgan D. Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt

June 24, 2019 11-K

CRR / Carbo Ceramics Inc. 11-K - - 11-K

11-K 1 crr-11k20181231.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-1

June 20, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 crr-8k20190620.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 20, 2019 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorp

June 20, 2019 EX-10.2

First Amendment to Stockholder Agreement, dated as of June 20, 2019, by and between CARBO Ceramics Inc. and Wilks Brothers, LLC.

EX-10.2 3 crr-ex10290.htm EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO STOCKHOLDER AGREEMENT This FIRST AMENDMENT TO STOCKHOLDER AGREEMENT (this “First Amendment”) is made and entered into as of June 20, 2019, by and between CARBO Ceramics Inc., a Delaware corporation (the “Company”), and Wilks Brothers, LLC, a Texas limited liability company (the “Stockholder”). RECITALS A. The Company and certain hol

June 20, 2019 EX-10.1

Second Amendment to Amended and Restated Credit Agreement and Joinder, dated as of June 20, 2019, by and among CARBO Ceramics Inc., the guarantors party thereto, the lenders party thereto, and Wilks Brothers, LLC, as administrative agent.

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER dated as of June 20, 2019 (this “Amendment”), with respect to the Credit Agreement referred to below, by and among CARBO Ceramics Inc., a Delaware corporation, as borrower (“Borrower”), the guarantors party hereto (collectively, the “Guarantors”),

June 20, 2019 EX-10.3

Amendment No. 1 to Warrant, dated as of June 20, 2019, by and between CARBO Ceramics Inc. and Wilks Brothers, LLC.

Exhibit 10.3 AMENDMENT NO. 1 TO WARRANT This AMENDMENT NO. 1 TO WARRANT is entered into effective as of June 20, 2019 by and between, CARBO Ceramics Inc., a Delaware corporation (the “Company”) and Wilks Brothers, LLC, a Texas limited liability company (“Holder”). WHEREAS, on March 2, 2017, the Company issued Warrant Certificate No.: 1 (the “Warrant”) to Holder pursuant to which the Company grante

June 20, 2019 EX-99.1

CARBO® Announces Credit Facility Amendment and Focus on Acceleration of Transformation Strategy

Exhibit 99.1 NEWS RELEASE #19-8 CARBO® Announces Credit Facility Amendment and Focus on Acceleration of Transformation Strategy HOUSTON, TX (June 20, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today announced that it has entered into an amended credit agreement with the Wilks Brothers, LLC (“Wilks”) and a promissory note with its affiliate, Equify Financial LLC (“Equify”). The total amount of borrowi

June 3, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 28, 2019 CARBO Ceramics Inc.

May 30, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 30, 2019 CARBO Ceramics Inc.

May 30, 2019 EX-99.1

CARBO® and PicOnyx Finalize Strategic Partnership for production of M-ToneTM Black Pigments

Exhibit 99.1 NEWS RELEASE #19-7 CARBO® and PicOnyx Finalize Strategic Partnership for production of M-ToneTM Black Pigments HOUSTON, TX (May 30, 2019) – CARBO Ceramics Inc. (NYSE: CRR) and PicOnyx, Inc. today announced that they have executed the definitive agreements that will govern their previously announced strategic partnership for the production of M-Tone. An innovative family of unique, hig

May 22, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 crr-8k20190521.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 21, 2019 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorpo

May 2, 2019 8-K

Current Report

8-K 1 crr-8k20190501.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 1, 2019 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorpor

April 25, 2019 EX-99.1

CARBO® Announces First Quarter 2019 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #19-6 CARBO® Announces First Quarter 2019 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (April 25, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the first quarter of 2019. • Revenue for the first quarter of 2019 of $47.5 million, a decrease of 4% year-on-year. • Gross Loss for the first quarter of 2019 of $

April 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 25, 2019 CARBO Ceramics Inc.

April 25, 2019 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report) 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC. (E

April 25, 2019 EX-95

Mine Safety Disclosure.

EX-95 5 crr-ex958.htm EX-95 Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended March 31, 2019, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia pro

April 1, 2019 DEF 14A

CRR / Carbo Ceramics Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 1, 2019 EX-10.1

Letter Agreement, executed September 26, 2018, by and between CARBO Ceramics Inc. and Ascent Resources – Utica, LLC

Exhibit 10.1 Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX”. September 17, 2018 Ascent Resources – Utica, LLC 3501 NW 63rd Street Oklahoma City, OK 73116 Re: Purchase of Sand from CARBO Ceramics Inc

April 1, 2019 10-Q/A

CRR / Carbo Ceramics Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-1590

February 28, 2019 10-K

CRR / Carbo Ceramics Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15903 CARBO Ceramics Inc. (Exact na

February 28, 2019 EX-95

Mine Safety Disclosure

Exhibit 95 MINE SAFETY DISCLOSURE For the year ended December 31, 2018, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

February 28, 2019 EX-21

CARBO CERAMICS INC.

Exhibit 21 CARBO CERAMICS INC. SUBSIDIARIES NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100% CARBO Ceramics (China) Company Ltd. China 100% CARBO International, Inc. Delaware, USA 100% Asset Guard Products Inc. Delaware, USA 100% StrataGen, Inc. Delaware, USA 100%

February 12, 2019 SC 13G/A

CRR / Carbo Ceramics Inc. / MORRIS WILLIAM C - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 140781108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 31, 2019 EX-99.1

CARBO® Announces Fourth Quarter and Fiscal Year 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #19-4 CARBO® Announces Fourth Quarter and Fiscal Year 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (January 31, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the fourth quarter and fiscal year 2018. • Revenue for 2018 of $211 million increased 12% compared to 2017, resulting from solid revenue growth

January 31, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 31, 2019 CARBO Ceramics Inc.

January 24, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 22, 2019 CARBO Ceramics Inc.

January 24, 2019 EX-99.1

CARBO Announces Carla S. Mashinski Elected to Board of Directors

Exhibit 99.1 NEWS RELEASE CARBO Announces Carla S. Mashinski Elected to Board of Directors HOUSTON, TX (January 24, 2019) – CARBO Ceramics Inc. (NYSE: CRR) today announced the Company's Board of Directors ("Board") has elected Carla S. Mashinski as an additional member of the Board. Ms. Mashinski is serving as the Chief Financial and Administrative Officer of Cameron LNG, LLC – which owns a liquef

January 24, 2019 EX-3.1

Third Amended and Restated By-Laws of CARBO Ceramics Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K Current Report filed January 24, 2019)

Exhibit 3.1 third AMENDED AND RESTATED BY-LAWS of CARBO CERAMICS INC. (as further amended effective March 17, 2009, July 16, 2013 and January 22, 2019) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of the Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said cor

January 7, 2019 EX-99.1

CARBO Completes Sale of Millen Facility; 2018 Revenue up 12% Year-on-Year; Maintains Solid Cash Position at Year End

Exhibit 99.1 NEWS RELEASE CARBO Completes Sale of Millen Facility; 2018 Revenue up 12% Year-on-Year; Maintains Solid Cash Position at Year End HOUSTON (January 7, 2019) – CARBO Ceramics Inc. (NYSE: CRR) announced that it has closed on the sale of its Millen, Georgia facility with a final purchase price of $23 million. Net proceeds are expected to approximate $21 million after certain post-closing

January 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 7, 2019 CARBO Ceramics Inc.

October 25, 2018 EX-99.1

CARBO® Announces Third Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #18-10 CARBO® Announces Third Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (October 25, 2018) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the third quarter of 2018. • Revenue for the third quarter of 2018 of $53.8 million, an increase of 7% year-on-year, resulting from solid revenue growth in our

October 25, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 26, 2018 CARBO Ceramics Inc.

October 25, 2018 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended September 30, 2018, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

October 25, 2018 EX-10.1

Letter Agreement, executed September 26, 2018, by and between Carbo Ceramics Inc. and Buyer.

Exhibit 10.1 Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX”. September 17, 2018 XXX Re: Purchase of Sand from CARBO Ceramics Inc. Ladies and Gentlemen: The purpose of this letter agreement (this “Ag

October 25, 2018 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC

October 5, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 5, 2018 CARBO Ceramics Inc.

July 26, 2018 EX-99.1

CARBO® Announces Second Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #18-08 CARBO® Announces Second Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (July 26, 2018) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the second quarter of 2018. • Revenue for the second quarter of 2018 of $58.0 million, an increase of 33% year-on-year and 17% sequentially, resulting from solid

July 26, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 26, 2018 CARBO Ceramics Inc.

July 26, 2018 EX-10.1

First Amendment to Amended and Restated Credit Agreement, dated as of June 7, 2018, by and between CARBO Ceramics Inc., as borrower, and Wilks Brothers, LLC, as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2018)

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2018 (this “Amendment”), with respect to the Credit Agreement referred to below, by and among CARBO Ceramics Inc., a Delaware corporation, as borrower (“Borrower”), the guarantors party hereto (each a “Guarantor” and collectively, the “Guarantors”), the

July 26, 2018 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended June 30, 2018, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

July 26, 2018 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC. (Ex

July 26, 2018 EX-10.2

First Amendment to Second Amended and Restated Pledge and Security Agreement, dated as of June 7, 2018, by and among CARBO Ceramics Inc., as borrower, and Wilks Brothers, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2018)

EX-10.2 3 crr-ex102233.htm EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of June 7, 2018 (this “Amendment”), with respect to the Security Agreement referred to below, by and among CARBO Ceramics Inc., a Delaware corporation, as borrower (“Borrower”), the subsidi

June 22, 2018 11-K

CRR / Carbo Ceramics Inc. 11-K

11-K 1 crr-11k20171231.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-1

May 24, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d579535d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 22, 2018 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-15903 72-1100

May 11, 2018 DEFA14A

CRR / Carbo Ceramics Inc. SUPPLEMENT TO PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 26, 2018 EX-99.1

CARBO® Announces First Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

Exhibit 99.1 NEWS RELEASE #18-6 CARBO® Announces First Quarter 2018 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (April 26, 2018) – CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the first quarter of 2018. • Revenue for the first quarter of 2018 of $49.4 million, an increase of 42% year-on-year, resulting from strong revenue growth in all t

April 26, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 26, 2018 CARBO Ceramics Inc.

April 26, 2018 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended March 31, 2018, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

April 26, 2018 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report)

10-Q 1 crr-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.

March 28, 2018 DEF 14A

CRR / Carbo Ceramics Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 21, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 17, 2018 CARBO Ceramics Inc.

March 8, 2018 EX-95

Mine Safety Disclosure

EX-95 10 crr-ex9511.htm EX-95 Exhibit 95 MINE SAFETY DISCLOSURE For the year ended December 31, 2017, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia proces

March 8, 2018 EX-10.17

Form of Non-Employee Director Restricted Stock Award Agreement for Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2017)

EX-10.17 3 crr-ex1017257.htm EX-10.17 Exhibit 10.17 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT THIS AWARD AGREEMENT (the “Agreement”), made as of this [*], between CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at 575 North Dairy Ashford, Suite 300, Houston, Texas 77079, and [*] (the “Participant”). WHEREAS, the Company has adopted and maintains

March 8, 2018 10-K

CRR / Carbo Ceramics Inc. 10-K (Annual Report)

10-K 1 crr-10k20171231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-159

March 8, 2018 EX-10.16

Form of Officer Restricted Stock Award Agreement for Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.16 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2017)

EX-10.16 2 crr-ex1016258.htm EX-10.16 Exhibit 10.16 OFFICER RESTRICTED STOCK AWARD AGREEMENT THIS AWARD AGREEMENT (the “Agreement”), made as of this [*], between CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at 575 North Dairy Ashford, Suite 300, Houston, Texas 77079, and [*] (the “Participant”). WHEREAS, the Company has adopted and maintains and the share

March 8, 2018 EX-10.18

Form of Officer Restricted Stock Unit Award Agreement for Amended and Restated Omnibus 2014 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2017)

Exhibit 10.18 OFFICER RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AWARD AGREEMENT (the “Agreement”), made as of this [*], between CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at 575 North Dairy Ashford, Suite 300, Houston, Texas 77079, and [*] (the “Participant”). WHEREAS, the Company has adopted and maintains and the shareholders of the Company have appro

March 8, 2018 EX-21

CARBO CERAMICS INC.

Exhibit 21 CARBO CERAMICS INC. SUBSIDIARIES NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100% CARBO Ceramics (China) Company Ltd. China 100% CARBO International, Inc. Delaware, USA 100% Asset Guard Products Inc. Delaware, USA 100% StrataGen, Inc. Delaware, USA 100%

February 13, 2018 SC 13G/A

CRR / Carbo Ceramics Inc. / MORRIS WILLIAM C - SC 13G/A Passive Investment

SC 13G/A 1 dfsco-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 140781108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the

February 9, 2018 SC 13G/A

CRR / Carbo Ceramics Inc. / VANGUARD GROUP INC Passive Investment

carboceramicsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: CARBO Ceramics Inc Title of Class of Securities: Common Stock CUSIP Number: 140781105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box

January 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

crr-8k20180125.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 25, 2018 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation

January 25, 2018 EX-99.1

CARBO® Announces Fourth Quarter and Fiscal Year 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9917.htm Exhibit 99.1 NEWS RELEASE #18-2 CARBO? Announces Fourth Quarter and Fiscal Year 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (January 25, 2018) ? CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the fourth quarter and fiscal year 2017. ? Revenue for the fourth quarter of 2017 of $60.3 million, an increase of 108% year-over

November 9, 2017 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report)

10-Q 1 crr-10q20170930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File

November 9, 2017 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended September 30, 2017, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

October 26, 2017 EX-99.1

CARBO® Announces Third Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9916.htm Exhibit 99.1 NEWS RELEASE #17-12 CARBO? Announces Third Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (October 26, 2017) ? CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the third quarter of 2017. ? Revenue for the third quarter of 2017 of $50.2 million, an increase of 148% year-over-year and 15% sequentially. ? Y

October 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

crr-8k20171026.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 26, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation

October 6, 2017 EX-24

EX-24

POWER OF ATTORNEY I hereby confirm that I have authorized and designated each of Ernesto Bautista III and Connie Levo Howard to execute and file on my behalf all SEC Section 16 forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission as a result of my position with, or my ownership of or transactions in securities of, CARBO Ceramics Inc.

September 22, 2017 8-K

Other Events

crr-8k20170921.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 21, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporati

August 2, 2017 EX-4.1

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Exhibit 4.1 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT Defined Contribution Plan TABLE OF CONTENTS ARTICLE I, DEFINITIONS 1.01 Account 1 1.02 Account Balance or Accrued Benefit 1 1.03 Accounting Date 1 1.04 Adoption Agreement 1 1.05 Advisory Letter 1 1.06 Annuity Contract 1 1.07 Appendix 2 1.08 [Reserved] 2 1.09 Beneficiary 2 1.10 Code 2 1.1

August 2, 2017 S-8

As filed with the Securities and Exchange Commission on August 1, 2017

As filed with the Securities and Exchange Commission on August 1, 2017 Registration No.

August 2, 2017 EX-4.1

EX-4.1

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT Defined Contribution Plan © 2014 The Prudential Insurance Company of America or its suppliers 1 TABLE OF CONTENTS ARTICLE I, DEFINITIONS 1.

July 27, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

crr-8k20170721.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 21, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation) (

July 27, 2017 EX-99.1

CARBO® Announces Second Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9916.htm Exhibit 99.1 NEWS RELEASE #17-10 CARBO? Announces Second Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time HOUSTON, TX (July 27, 2017) ? CARBO Ceramics Inc. (NYSE: CRR) today reported financial results for the second quarter of 2017. ? Revenue for the second quarter of 2017 of $43.6 million, an increase of 111% year-over-year and 26% sequentially. ? Y

July 27, 2017 EX-10.2

Share Purchase Agreement between Carbo Ceramics (Mauritius) Inc. and CARBO LLC and Petro Welt Technologies AG and PeWeTe Evolution Limited, dated as of July 21, 2017 (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2017)

EX-10.2 3 crr-ex102430.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SHARE PURCHASE AGREEMENT between CARBO CERAMICS (MAURITIUS) INC. and CARBO LLC and Petro Welt Technologies AG and PeWeTe Evolution Limited Dated as of 21 July 2017 EXECUTION VERSION Table of Contents Page Article I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Interpretation 9 Section 1.03 Headings 9 Section 1.04 Exhibits and

July 27, 2017 EX-95

Mine Safety Disclosure.

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended June 30, 2017, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

July 27, 2017 EX-10.1

Amended and Restated 2014 CARBO Ceramics Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2017)

Exhibit 10.1 AMENDED AND RESTATED 2014 CARBO CERAMICS INC. OMNIBUS INCENTIVE PLAN 1. Purpose of the Plan This 2014 CARBO Ceramics Inc. Omnibus Incentive Plan is intended to promote the interests of the Company and its stockholders by providing the key employees of the Company, and eligible non-employee directors of CARBO Ceramics, with incentives and rewards to encourage them to continue in the se

July 27, 2017 10-Q

CRR / Carbo Ceramics Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC. (Ex

June 22, 2017 11-K

Carbo Ceramics FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 2, 2017 8-K

Current Report

crr-8k20170530.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 30, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation) (C

May 22, 2017 SC 13D/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) Morgan D. Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 764

May 19, 2017 8-K

Submission of Matters to a Vote of Security Holders

crr-8k20170516.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 16, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation) (C

May 9, 2017 EX-24.3

EX-24.3

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 10% shareholder of Carbo Ceramics Inc.

May 9, 2017 EX-24.1

EX-24.1

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 10% shareholder of Carbo Ceramics Inc.

May 9, 2017 EX-24.2

EX-24.2

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 10% shareholder of Carbo Ceramics Inc.

May 9, 2017 EX-24.4

EX-24.4

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Morgan Neff and Matt Wilks, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 10% shareholder of Carbo Ceramics Inc.

May 9, 2017 SC 13D/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) Morgan D. Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 764

April 28, 2017 8-K

Regulation FD Disclosure

8-K 1 crr-8k20170427.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 27, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incor

April 27, 2017 EX-99.1

CARBO® Announces First Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9917.htm Exhibit 99.1 NEWS RELEASE #17-07 CARBO? Announces First Quarter 2017 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time ? Revenue for the first quarter of 2017 increased 19% sequentially, to $34.7 million. ? Revenue growth was led by technology products, industrial ceramic media, frac sand and environmental. ? Revenues continue to rebound as 2017 first quarter reve

April 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 crr-8k20170427.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 27, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incor

April 27, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 crr-10q20170331.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File

April 27, 2017 EX-10.7

Letter Agreement, dated as of March 2, 2017, between CARBO Ceramics Inc. and William C. Morris (incorporated by reference to Exhibit 10.7 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2017)

Exhibit 10.7 Execution Version [Carbo Cermics, Inc. Letterhead] March 2, 2017 William C. Morris 60 East 42nd Street, Suite 3210 New York, New York 10165 Re: Carbo Ceramics, Inc. Promissory Note Amendment Ladies and Gentlemen: Reference is hereby made to that certain Promissory Note dated as of May 18, 2016 (the “Promissory Note”) in a principal amount of $20,000,000.00, issued by Carbo Ceramics, I

April 27, 2017 EX-95

MINE SAFETY DISCLOSURE

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended March 31, 2017, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

April 27, 2017 EX-10.6

Fifth Amended and Restated Employment Agreement dated as of March 20, 2017, by and between CARBO Ceramics Inc. and Gary A. Kolstad (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2017)

Exhibit 10.6 FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of May 10, 2006, amended as of January 1, 2008, amended and restated as of October 31, 2008, further amended as of March 19, 2010, and further amended and restated effective as of January 1, 2012, December 16, 2014, March 15, 2016, and March 20, 2017, by a

April 27, 2017 EX-10.8

Letter Agreement, dated as of March 2, 2017, between CARBO Ceramics Inc. and Robert S. Rubin (incorporated by reference to Exhibit 10.8 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2017)

Exhibit 10.8 Execution Version [Carbo Cermics, Inc. Letterhead] March 2, 2017 Robert S. Rubin 218 Columbia Heights Brooklyn, New York 11201 Re: Carbo Ceramics, Inc. Promissory Note Amendment Ladies and Gentlemen: Reference is hereby made to that certain Promissory Note dated as of May 18, 2016 (the “Promissory Note”) in a principal amount of $5,000,000.00, issued by Carbo Ceramics, Inc. ( “Payor”)

April 12, 2017 DEFA14A

Carbo Ceramics SUPPLEMENT TO 2017 PROXY STATEMENT

crr-defa14a20170516.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 6, 2017 DEF 14A

Carbo Ceramics DEF 14A

crr-def14a20170516.htm f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 3, 2017 SC 13G/A

CRR / Carbo Ceramics Inc. / MORRIS WILLIAM C - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 140781108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

March 27, 2017 PRE 14A

Carbo Ceramics PRE 14A

PRE 14A 1 crr-pre14a20170516.htm PRE 14A f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

March 24, 2017 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 20, 2017 CARBO Ceramics Inc.

March 10, 2017 EX-99.6

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.6 Page 1 7 Exhibit 99.6 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 amendme

March 10, 2017 EX-99.3

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.3 Page 1 4 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 amendme

March 10, 2017 EX-99.4

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.4 Page 1 5 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 amendme

March 10, 2017 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 Page 1 3 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 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CARBO Ceramics, Inc., a Delaware corporation, and furt

March 10, 2017 SC 13D/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d336022dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) Morgan D. Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LL

March 10, 2017 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 2 d336022dex991.htm EX-99.1 Page 12 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Farris Wilks Wilks Brothers, LLC

March 10, 2017 EX-99.5

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.5 Page 1 6 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 amendme

March 6, 2017 EX-10.3

Registration Rights Agreement, dated as of March 2, 2017, by and between Carbo Ceramics Inc. and Wilks Brothers, LLC (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K Current Report filed March 6, 2017)

crr-ex10332.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Table of Contents Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II REGISTRATION RIGHTS Section 2.01. Demand Registration. 4 Section 2.02. Piggyback Registration. 6 Section 2.03. Withdrawal of Request for Demand Registration 7 Section 2.04. Registration Procedures 7 Section 2.05. Conditions to Offering 10 Section 2.06. Susp

March 6, 2017 EX-10.1

Amended and Restated Credit Agreement dated as of March 2, 2017, by and between CARBO Ceramics Inc., as borrower, and Wilks Brothers, LLC, as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed March 6, 2017)

Exhibit10.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 2, 2017 Among CARBO CERAMICS INC. as Borrower, Wilks Brothers, LLC, as Administrative Agent and THE LENDERS NAMED HEREIN as Lenders $65,000,000 ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Computation of Time Periods 15 Section 1.3 Accounting Terms; Changes in GAAP

March 6, 2017 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 crr-8k20170302.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 2, 2017 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of I

March 6, 2017 EX-10.2

Letter Agreement, dated as of March 2, 2017, by and between Carbo Ceramics Inc., Wilks Brothers, LLC, William C. Morris, Robert S. Rubin and Gary A. Kolstad (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K Current Report filed March 6, 2017)

Exhibit 10.2 March 2, 2017 Wilks Brothers, LLC 17010 IH-20 Cisco, TX 76437 Attention: Morgan Neff and Matthew Wilks William C. Morris c/o CARBO Ceramics Inc. 575 North Dairy Ashford, Suite 300 Houston, Texas 77079 Robert S. Rubin c/o CARBO Ceramics Inc. 575 North Dairy Ashford, Suite 300 Houston, Texas 77079 Gary A. Kolstad c/o CARBO Ceramics Inc. 575 North Dairy Ashford, Suite 300 Houston, Texas

March 6, 2017 EX-10.5

Second Amended and Restated Pledge and Security Agreement, dated as of March 2, 2017, by and among CARBO Ceramics Inc., as borrower, and Wilks Brothers, LLC, as administrative agent (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 8-K Current Report filed March 6, 2017)

Exhibit 10.5 EXECUTION VERSION SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 2, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is by and among CARBO CERAMICS INC., a Delaware corporation (the “Borrower”), each Material Domestic Sub

March 6, 2017 EX-10.4

Warrant, dated as of March 2, 2017, issued by Carbo Ceramics Inc. to Wilks Brothers, LLC (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K Current Report filed March 6, 2017)

EX-10.4 5 crr-ex10431.htm EX-10.4 Exhibit 10.4 WARRANT THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF TH

March 1, 2017 EX-10.15

Master Purchase Agreement for Goods and Services dated as of January 18, 2017 between CARBO Ceramics Inc. and Halliburton Energy Services, Inc. (incorporated by reference to Exhibit 10.15 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016)

EX-10.15 2 crr-ex10151193.htm EX-10.15 Exhibit 10.15 Master Purchase Agreement Agreement No. 9610018283 Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX”. MASTER PURCHASE AGREEMENT FOR GOODS AND SERVIC

March 1, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15903 CARBO Ceramics Inc. (Exact na

March 1, 2017 EX-95

MINE SAFETY DISCLOSURE

Exhibit 95 MINE SAFETY DISCLOSURE For the year ended December 31, 2016, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

March 1, 2017 EX-21

CARBO CERAMICS INC.

Exhibit 21 CARBO CERAMICS INC. SUBSIDIARIES NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100% CARBO Ceramics (China) Company Ltd. China 100% CARBO Ceramics Cyprus Ltd. Cyprus 100% CARBO Ceramics (Eurasia) LLC Russia 100% CARBO International, Inc. Delaware, USA 100% Asset Guard Products Inc. (formerly known as Falcon Technologies and Service

February 14, 2017 SC 13G/A

CRR / Carbo Ceramics Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d280954dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) CARBO CERAMICS INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 140781105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 14, 2017 SC 13G

CRR / Carbo Ceramics Inc. / SOUTHERNSUN ASSET MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0217southernsuncrr.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CARBO Ceramics Inc. (Name of Issuer) Common (Title of Class of Securities) 140781105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 10, 2017 SC 13G/A

CRR / Carbo Ceramics Inc. / VANGUARD GROUP INC Passive Investment

carboceramicsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: CARBO Ceramics Inc Title of Class of Securities: Common Stock CUSIP Number: 140781105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box

February 9, 2017 SC 13G/A

CRR / Carbo Ceramics Inc. / DEPRINCE RACE & ZOLLO INC - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

January 26, 2017 EX-99.1

CARBO® Announces Fourth Quarter and Fiscal Year 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9916.htm Exhibit 99.1 NEWS RELEASE #17-02 CARBO? Announces Fourth Quarter and Fiscal Year 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time ? Revenue for the fourth quarter of 2016 increased 44% sequentially. ? Ceramic sales volumes for the fourth quarter of 2016 increased 41% sequentially. ? Recently signed long-term commercial agreements with two of our largest cust

January 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 20, 2017 CARBO Ceramics Inc.

October 27, 2016 EX-99.1

CARBO® Announces Third Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex9917.htm Exhibit 99.1 NEWS RELEASE #16-10 CARBO? Announces Third Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time ? Balance sheet strengthened with $46 million raised through at-the-market (ATM) equity offering program. ? KRYPTOSPHERE? HD used by another major operator in a high stress Lower Tertiary well in the Gulf of Mexico. ? Quarterly revenues of $20.2 m

October 27, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

crr-8k20161027.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 27, 2016 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of Incorporation

October 27, 2016 EX-95

MINE SAFETY DISCLOSURE

EX-95 5 crr-ex9512.htm EX-95 Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended September 30, 2016, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgi

October 27, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC

October 7, 2016 CORRESP

Carbo Ceramics ESP

CORRESP 1 filename1.htm October 7, 2016 VIA EDGAR TRANSMISSION John Cash Accounting Branch Chief Office of Manufacturing and Construction Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-4631 Re: CARBO Ceramics Inc. Form 10-K for the Year Ended December 31, 2015 Filed February 29, 2016 File No. 1-15903 Dear Mr. Cash: By letter dated Octob

October 5, 2016 SC 13G/A

Carbo Ceramics AMENDMENT NO. 1 TO SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARBO CERAMICS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) September 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

October 3, 2016 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Wilks Brothers, LLC

October 3, 2016 SC 13D

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) Morgan D. Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437

October 3, 2016 EX-99.5

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.5 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 there

October 3, 2016 EX-99.4

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.4 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 there

October 3, 2016 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 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 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CARBO Ceramics, Inc., a Delaware corporation, and further agree

October 3, 2016 EX-99.3

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.3 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 there

September 9, 2016 CORRESP

Carbo Ceramics ESP

crr-corresp20160825.htm September 9, 2016 VIA EDGAR TRANSMISSION John Cash Accounting Branch Chief Office of Manufacturing and Construction Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-4631 Re: CARBO Ceramics Inc. Form 10-K for the Year Ended December 31, 2015 Filed February 29, 2016 File No. 1-15903 Dear Mr. Cash: By letter dated Aug

July 28, 2016 424B5

$75,000,000 CARBO Ceramics Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-211519 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 31, 2016) $75,000,000 CARBO Ceramics Inc. Common Stock We have entered into a sales agreement with Cowen and Company, LLC, or Cowen, relating to shares of our common stock, $0.01 par value per share, offered by this prospectus supplement. In accordance with the terms

July 28, 2016 EX-10

Sales Agreement between CARBO Ceramics Inc. and Cowen and Company, LLC, dated July 28, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed July 28, 2016)

Exhibit 10.1 CARBO CERAMICS INC. $75,000,000 COMMON STOCK SALES AGREEMENT July 28, 2016 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: CARBO Ceramics Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time t

July 28, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 crr-8k20160728.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 28, 2016 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of I

July 28, 2016 EX-99

CARBO® Announces Second Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

crr-ex99147.htm Exhibit 99.1 NEWS RELEASE #16-08 CARBO? Announces Second Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time ? Ceramic proppant sales volumes increased as the quarter progressed. ? Continued to significantly reduce cost base. ? Positive trends in KRYPTOSPHERE? and SCALEGUARD? technologies. ? Quarterly revenues of $20.7 million, with GAAP net loss of $2

July 28, 2016 EX-10

Promissory Note between CARBO Ceramics Inc. and Williams C. Morris (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2016)

Exhibit 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PERTAINING TO THE NOTE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE PAYOR HEREOF IS RE

July 28, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARBO CERAMICS INC. (Ex

July 28, 2016 EX-10

Amendment No. 6 to Proppant Supply Agreement dated as of April 30, 2016 between CARBO Ceramics Inc. and Halliburton Energy Services, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2016)

Exhibit 10.1 Amendment to Agreement No. 9600048977.1 Amendment No. 6 to the Proppant Supply Agreement This Amendment No. 6 to the Proppant Supply Agreement is entered into as of April 30, 2016 (the “Effective Date”), by and between Halliburton Energy Services, Inc. (“Halliburton”) and CARBO Ceramics Inc. (“Seller”). WITNESSETH: WHEREAS, Halliburton and Seller entered into a Proppant Supply Agreeme

July 28, 2016 EX-95

MINE SAFETY DISCLOSURE

Exhibit 95 MINE SAFETY DISCLOSURE For the three months ended June 30, 2016, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

July 28, 2016 EX-10

Promissory Note between CARBO Ceramics Inc. and Robert S. Rubin (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2016)

Exhibit 10.3 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PERTAINING TO THE NOTE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE PAYOR HEREOF IS RE

June 29, 2016 SC 13G

CRR / Carbo Ceramics Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CARBO CERAMICS INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 140781105 (CUSIP Number) JUNE 20, 2016 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

June 27, 2016 11-K

Carbo Ceramics 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-15903 A. Full t

June 9, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / SNOW CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment

SC 13G/A 1 d209606dsc13ga.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CARBO CERAMICS, INC. (CRR) (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 140781105 (CUSIP Number) May 11, 2016 (Date of Event Which Requires Filing of this Statement) Check the approp

May 27, 2016 CORRESP

Carbo Ceramics ESP

CARBO CERAMICS INC. 575 North Dairy Ashford, Suite 300 Houston, Texas 77079 May 27, 2016 VIA EDGAR CORRESPONDENCE Sherry Haywood Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7553 Re: CARBO Ceramics Inc. Registration Statement on Form S-3 (File No. 333-211519) Dear Ms. Haywood: Pursuant to Rule 461 under the Securities Act of 1933, as am

May 25, 2016 DEL AM

Carbo Ceramics DEL AM

DEL AM May 25, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 20, 2016 EX-4.1

CARBO Ceramics Inc., as Issuer as Trustee SENIOR DEBT INDENTURE Dated as of Senior Debt Securities Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Ind

EX-4.1 Exhibit 4.1 CARBO Ceramics Inc., as Issuer and as Trustee SENIOR DEBT INDENTURE Dated as of Senior Debt Securities Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608 610 ? 311(a) 613 (b) 613 ? 312(a)

May 20, 2016 S-3

Carbo Ceramics S-3

S-3 1 d175582ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on May 20, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBO Ceramics Inc. (Exact name of Registrant as specified in its charter) Delaware 72-1100013 (State or other jurisdiction of in

May 20, 2016 EX-12.1

Statement of Computation of Ratio of Earnings to Fixed Charges Three-Months Ending March 31, 2016 2015 2014 2013 2012 2011 ($ in thousands) Earnings: Consolidated pre-tax income $ (36,785 ) $ (163,749 ) $ 92,871 $ 125,201 $ 158,590 $ 197,450 Add - Fi

EX-12.1 Exhibit 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges Three-Months Ending March 31, 2016 2015 2014 2013 2012 2011 ($ in thousands) Earnings: Consolidated pre-tax income $ (36,785 ) $ (163,749 ) $ 92,871 $ 125,201 $ 158,590 $ 197,450 Add - Fixed Charges 1,362 4,442 874 632 641 318 Amortization of Capitalized Interest 35 68 ? ? ? ? 1,397 4,510 874 632 641 318 Subtract -

May 20, 2016 EX-24.1

POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 POWER OF ATTORNEY The undersigned directors and officers of CARBO CERAMICS, INC. (the ?Company?) hereby constitute and appoint Gary A. Kolstad and Ernesto Bautista III, or either of them acting singly, the true and lawful agents and attorneys-in-fact of the undersigned, with full power and authority in said agents and the attorneys-in-fact to act in the name of and on behalf o

May 20, 2016 EX-4.2

CARBO Ceramics Inc., as Issuer as Trustee SUBORDINATED DEBT INDENTURE Dated as of Subordinated Debt Securities Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act

EX-4.2 Exhibit 4.2 CARBO Ceramics Inc., as Issuer and as Trustee SUBORDINATED DEBT INDENTURE Dated as of Subordinated Debt Securities Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608 610 ? 311(a) 613 (b)

May 20, 2016 8-K

Entry into a Material Definitive Agreement

8-K 1 d175437d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 18, 2016 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-15903 72

May 18, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d205937d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 17, 2016 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-15903 72

April 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 28, 2016 CARBO Ceramics Inc.

April 28, 2016 EX-99.1

CARBO Announces First Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

EX-99.1 Exhibit 99.1 NEWS RELEASE #16-05 CARBO Announces First Quarter 2016 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time • Continued progress on cash preservation and cost reduction strategy. • Reduced debt by $23.0 million. Cash position of $41.5 million at quarter end, excludes income tax refund of $37.4 million received in late April. • Quarterly revenues of $33.1 millio

April 28, 2016 EX-10.6

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.6 Exhibit 10.6 Execution Copy FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of May 10, 2006, amended as of January 1, 2008, amended and restated as of October 31, 2008, further amended as of March 19, 2010, and further amended and restated effective as of January 1, 2012, December 16, 2014 and March 15, 20

April 28, 2016 EX-10.5

Guaranty Agreement dated as of April 27, 2016, by and among certain Guarantors of CARBO Ceramics Inc. thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2016)

EX-10.5 Exhibit 10.5 GUARANTY AGREEMENT This Guaranty Agreement dated as of April 27, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is executed by each of the undersigned (individually a “Guarantor” and collectively, the “Guarantors”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for

April 28, 2016 EX-10.2

Amended and Restated Pledge and Security Agreement, dated as of April 27, 2016, by and between CARBO Ceramics Inc., as borrower and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2016)

Exhibit 10.2 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 27, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is by and among CARBO CERAMICS INC., a Delaware corporation (the “Borrower”), each Material Domestic Subsidiary of the Borrower party h

April 28, 2016 EX-95

MINE SAFETY DISCLOSURE

EX-95 Exhibit 95 MINE SAFETY DISCLOSURE For the first quarter of 2016, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

April 28, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903 CARB

April 28, 2016 EX-10.1

Agreement and Amendment No. 7 to the Credit Agreement, dated as of April 27, 2016, by and among CARBO Ceramics Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, and the lenders named therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2016)

EX-10.1 Exhibit 10.1 AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENT This AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Agreement”) dated April 27, 2016 (the “Effective Date”) is among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Ag

April 28, 2016 EX-10.3

Patent and Trademark Security Agreement dated as of April 27, 2016 by and among CARBO Ceramics Inc., as borrower, certain Material Domestic Subsidiaries of the Borrower and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2016)

Exhibit 10.3 PATENT AND TRADEMARK SECURITY AGREEMENT This Patent and Trademark Security Agreement dated as of April 27, 2016 (this “Patent and Trademark Security Agreement”) is made by and among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), certain Material Domestic Subsidiaries of the Borrower party hereto from time to time (collectively with the Borrower, the “Grantors” and indiv

April 28, 2016 EX-10.4

Waiver Agreement dated as of April 27, 2016, by and among CARBO Ceramics Inc., as borrower, certain Lenders parties thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 31, 2016)

Exhibit 10.4 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Agreement”) dated April 27, 2016 (the “Effective Date”) is among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as swing line lender (the “Swing Line Lender”), and as issuing lend

April 21, 2016 8-K

Carbo Ceramics 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 20, 2016 CARBO Ceramics Inc.

April 21, 2016 EX-99.1

COMPANY STATEMENT

EX-99.1 Exhibit 99.1 April 20, 2016 Dear Mr. Dalfred Jones: In response to your request for a statement on our recent WARN notification: COMPANY STATEMENT ?Consistent with the Company?s previous announcements regarding adjusting operations to meet reduced demand for our products, we have had to make the difficult decision to idle the majority of the production activities at our New Iberia, LA plan

April 8, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 8, 2016 CARBO Ceramics Inc.

April 1, 2016 DEF 14A

Carbo Ceramics DEFINITIVE PROXY STATEMENT

DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 23, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d156354dsc13ga.htm SC 13G/A 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. 3)* CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) March 18, 2016 (Date of Event Which Requires Filing o

March 23, 2016 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Kwell Holdings, LP Wilks Brothers, LLC

March 18, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 14, 2016 CARBO Ceramics Inc.

February 29, 2016 EX-10.37

Amendment No. 6 to Credit Agreement, dated as of February 26, 2016, among CARBO Ceramics Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, and the lenders named therein (incorporated by reference to Exhibit 10.37 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2015)

EX-10.37 Exhibit 10.37 Execution Copy AGREEMENT AND AMENDMENT NO. 6 This AGREEMENT AND AMENDMENT NO. 6 (the “Agreement”) dated effective as of February 26, 2016 (the “Effective Date”) is among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”)

February 29, 2016 EX-95

MINE SAFETY DISCLOSURE

EX-95 Exhibit 95 MINE SAFETY DISCLOSURE For the year ended December 31, 2015, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

February 29, 2016 EX-21

CARBO CERAMICS INC. NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100 % CARBO Ceramics (China) Company Ltd. China 100 % CARBO Ceramics Cyprus Ltd. Cyprus 100 % CARBO Ceramics (Eurasia) LLC Russ

EX-21 Exhibit 21 CARBO CERAMICS INC. SUBSIDIARIES NAME OF ENTITY JURISDICTION OF ORGANIZATION PERCENTAGE OWNED CARBO Ceramics (Mauritius) Inc. Mauritius 100 % CARBO Ceramics (China) Company Ltd. China 100 % CARBO Ceramics Cyprus Ltd. Cyprus 100 % CARBO Ceramics (Eurasia) LLC Russia 100 % CARBO International, Inc. Delaware, USA 100 % Falcon Technologies and Services, Inc. Delaware, USA 100 % Strata

February 29, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 29, 2016 EX-10.1

Amended and Restated Mining Agreement dated as of November 30, 2015 between CARBO Ceramics Inc. and Arcilla Mining & Land Co. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2015)

EX-10.1 Exhibit 10.1 Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX”. AMENDED AND RESTATED MINING AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (herein called this “Agreement”) is made and effective

February 29, 2016 EX-10.10

Amendment No. 5 to Proppant Supply Agreement dated as of September 25, 2015 between CARBO Ceramics Inc. and Halliburton Energy Services, Inc. (incorporated by reference to Exhibit 10.10 of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2015)

EX-10.10 Exhibit 10.10 Amendment No. 5 to Proppant Supply Agreement Agreement No. 9600048977 Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX”. Amendment No. 5 to the Proppant Supply Agreement This Ame

February 16, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / DEPRINCE RACE & ZOLLO INC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2016 SC 13G

CRR / Carbo Ceramics Inc. / SOUTHERNSUN ASSET MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0116southerncarbo.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CARBO Ceramics Inc. (Name of Issuer) Common (Title of Class of Securities) 140781105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 12, 2016 SC 13G

CRR / Carbo Ceramics Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CARBO CERAMICS INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 140781105 (CUSIP Number) January 29, 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-

February 10, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / VANGUARD GROUP INC Passive Investment

carboceramicsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: CARBO Ceramics Inc Title of Class of Securities: Common Stock CUSIP Number: 140781105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box

February 5, 2016 SC 13G

CRR / Carbo Ceramics Inc. / HEARTLAND ADVISORS INC - SCHEDULE 13G Passive Investment

SC 13G 1 heartlandcarbo13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARBO CERAMICS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

January 28, 2016 EX-99.1

CARBO Announces Fourth Quarter and Fiscal Year 2015 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time

EX-99.1 Exhibit 99.1 NEWS RELEASE #16-02 CARBO Announces Fourth Quarter and Fiscal Year 2015 Results Conference Call Scheduled for Today, 10:30 a.m. Central Time ? Quarterly ceramic proppant sales volumes outperformed rig count decline. ? Completed first well with KRYPTOSPHERE? LD. ? Completed first Gulf of Mexico water injection well with FUSIONTM. ? Continued to make progress on cash preservatio

January 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d120939d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 28, 2016 CARBO Ceramics Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-15903 72-1100013 (State or Other Jurisdiction of In

January 26, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / MORRIS WILLIAM C - SC 13G/A Passive Investment

SC 13G/A 1 d17299dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 140781108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

January 25, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d142044dsc13ga.htm SC 13G/A 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. 2)* CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) January 21, 2016 (Date of Event Which Requires Filing

January 25, 2016 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Kwell Holdings, LP Wilks Brothers, LLC

January 21, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d125373dsc13ga.htm SC 13G/A 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. 1)* CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) January 15, 2016 (Date of Event Which Requires Filing

January 21, 2016 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Kwell Holdings, LP Wilks Brothers, LLC

January 14, 2016 EX-99.5

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.5 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 there

January 14, 2016 EX-99.3

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.3 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 there

January 14, 2016 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 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, par value $0.01 per share, of CARBO Ceramics, Inc., a Delaware corporation, and further agree

January 14, 2016 EX-99.6

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.6 Exhibit 99.6 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 there

January 14, 2016 SC 13G

CRR / Carbo Ceramics Inc. / Wilks Brothers, LLC - SC 13G Passive Investment

SC 13G 1 d117984dsc13g.htm SC 13G 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. )* CARBO Ceramics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140781105 (CUSIP Number) January 7, 2016 (Date of Event Which Requires Filing of thi

January 14, 2016 EX-99.4

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.4 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 there

January 14, 2016 EX-99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Dan H. Wilks Staci Wilks Kwell Holdings, LP Wilks Brothers, LLC

January 12, 2016 SC 13G/A

CRR / Carbo Ceramics Inc. / SNOW CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment

SC 13G/A 1 d117623dsc13ga.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CARBO CERAMICS, INC. (CRR) (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 140781105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the a

November 10, 2015 SC 13G/A

CRR / Carbo Ceramics Inc. / Neuberger Berman Group LLC - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 07)* Carbo Ceramics Inc. (Name of Issuer) Common (Title of Class of Securities) 140781105 (CUSIP Number) October 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

November 5, 2015 SC 13G/A

CRR / Carbo Ceramics Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0016688sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* CARBO Ceramics Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 140781105 (CUSIP Number)

October 29, 2015 EX-10.2

Amendment No. 5 to Credit Agreement, dated as of September 14, 2015, among CARBO Ceramics Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, and the lenders named therein (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2015)

Exhibit 10.2 Execution Version AGREEMENT AND AMENDMENT NO. 5 This AGREEMENT AND AMENDMENT NO. 5 (the “Agreement”) dated effective as of July 27, 2015 (the “Effective Date”) is among CARBO Ceramics Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as swing

October 29, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-15903

October 29, 2015 EX-95

MINE SAFETY DISCLOSURE

Exhibit 95 MINE SAFETY DISCLOSURE For the third quarter of 2015, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.

October 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 29, 2015 CARBO Ceramics Inc.

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