SEC Form 4/A · accession 0001109189-16-000461
BASIC ENERGY SERVICES INC · BAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
James F. Newman
Officer — SVP, Region Operations
Period of report
Dec 23, 2016
Accepted (ET)
Dec 30, 2016 · 5:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001109189
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 23, 2016 | J | 130,618 | $0.00 | D | 0 | D | |
| New Common StockF2 | Dec 23, 2016 | J | 229 | $0.00 | A | 229 | D | |
| New Common StockF3 | Dec 23, 2016 | M | 29,679 | $0.00 | A | 29,908 | D | |
| New Common Stock | Dec 28, 2016 | F | 11,600 | $36.00 | D | 18,308 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5 | — | Dec 23, 2016 | A | 89,036 | A | — | — | New Common Stock | 89,036 | 89,036 | D |
| Restricted Stock UnitsF3,F5 | — | Dec 23, 2016 | M | 29,679 | D | — | — | New Common Stock | 29,679 | 59,357 | D |
| Stock options (right to buy)F6 | $36.55 | Dec 23, 2016 | A | 35,614 | A | — | Dec 23, 2026 | New Common Stock | 35,614 | 35,614 | D |
| WarrantsF7 | $55.25 | Dec 23, 2016 | J | 6,313 | A | Dec 23, 2016 | Dec 23, 2023 | New Common Stock | 6,313 | 6,313 | D |
Explanation of responses
- F1The Issuer and certain of its subsidiaries (collectively with the Issuer, the "Debtors") filed voluntary petitions (the cases commenced thereby, the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code on October 25, 2016 in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On December 9, 2016, the Bankruptcy Court entered an order approving the First Amended Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors (as confirmed, the "Prepackaged Plan"), and on December 23, 2016 (the "Effective Date"), the Prepackaged Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished.
- F2New shares of the Issuer's common stock, par value $0.01 per share (the "New Common Stock") were issued to all of the Issuer's stockholders (including the Reporting Person) pursuant to the Prepackaged Plan in exchange for the Old Common Stock held by such persons on the Effective Date under the Prepackaged Plan. The receipt of the New Common Stock in exchange for Old Common Stock was involuntary, without consideration and in accordance with the Prepackaged Plan approved by the Bankruptcy Court.
- F3Promptly following the vesting date (but no later than 30 days following such vesting date), the restricted stock units will be settled by the Issuer into New Common Stock on a one-for-one basis; provided, the Issuer, it in sole discretion, has the option to settle the Restricted Stock Units in cash (subject to applicable withholding taxes).
- F4In connection with the vesting of restricted stock units, the Issuer withheld vested shares and agreed to satisfy the Reporting Person's tax withholding obligations in lieu of cash. The number of vested shares withheld was based on the closing price on December 27, 2016. The number of shares indicated in this Form 4 were acquired as treasury stock by the Issuer.
- F5The restricted stock units vest in three equal annual installments: 1/3 on the Effective Date, 1/3 on December 23, 2017 and 1/3 on December 23, 2018.
- F6The option vests in three equal annual installments: 1/3 on December 23, 2017, 1/3 on December 23, 2018 and 1/3 on December 23, 2019.
- F7The warrants were issued to the Reporting Person pursuant to the Prepackaged Plan. The receipt of the warrants was involuntary and without consideration.
Remarks
The original Form 4 filing reported an "S" transaction code and indicated that the disposition referenced in footnote 4 was made through a "broker sale." This amendment reflects a net share withholding by the Issuer of the same number of shares to satisfy the Reporting Person's tax withholding obligations in lieu of cash, without any broker sale. Such New Common Shares were acquired as treasury stock by the Issuer.