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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 24 | 02/07/2012 | D | 16,600 (3) | (4) | 04/20/2016 | Common Stock | 16,600 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 19.87 | 02/07/2012 | D | 17,500 (3) | (4) | 01/31/2017 | Common Stock | 17,500 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 19.54 | 02/07/2012 | D | 26,200 (3) | (4) | 03/20/2017 | Common Stock | 26,200 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 15.9 | 02/07/2012 | D | 46,800 (3) | (4) | 01/31/2018 | Common Stock | 46,800 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.41 | 02/07/2012 | D | 138,800 (3) | (4) | 01/30/2019 | Common Stock | 138,800 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 12.53 | 02/07/2012 | D | 73,400 (3) | (4) | 01/29/2020 | Common Stock | 73,400 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 27.94 | 02/07/2012 | D | 36,900 (3) | (4) | 01/31/2021 | Common Stock | 36,900 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 33.7 | 02/07/2012 | D | 33,400 (3) | (5) | 01/31/2022 | Common Stock | 33,400 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moore Brian K 11700 KATY FREEWAY, SUITE 300 HOUSTON, TX 77079 |
President and COO |
/s/ James F. Maroney III, Attorney-in-Fact for Brian K. Moore | 02/07/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Superior Energy Services, Inc. ("Superior") and an indirect wholly owned subsidiary of Superior in exchange for shares of Superior common stock. With the exception of 29,000 shares of Issuer restricted stock granted to the Reporting Person on January 31, 2012, each share of Issuer common stock held by the Reporting Person as of the date of the merger was converted into 0.945 shares of Superior common stock, plus $7.00 in cash, without interest, plus cash in lieu of any fractional shares of Superior common stock. |
(2) | Includes 29,000 shares of Issuer restricted stock disposed of in exchange for 34,798 shares of Superior restricted stock, representing a stock award exchange ratio of 1.199916. The shares vest in three equal annual installments commencing on January 31, 2013, subject to continued service with Superior. |
(3) | Disposed of pursuant to the Merger Agreement in exchange for a number of options to purchase shares of Superior common stock equal to the number of Issuer options reflected in this line item, multiplied by the stock option exchange ratio of 1.199916, rounded down to the nearest share. The exercise price of the Superior options will be equal to the exercise price of the corresponding Issuer options, divided by 1.199916, rounded up to the nearest whole cent. |
(4) | All unvested options to purchase shares of Issuer common stock became fully vested and exercisable upon the merger. |
(5) | The options vest in three equal annual installments commencing January 31, 2013, subject to continued service with Superior. |