SEC Form 4 · accession 0001389050-18-000023
Archrock, Inc. · AROC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Robert Edward Rice
Officer — Senior Vice President
Period of report
Apr 26, 2018
Accepted (ET)
Apr 27, 2018 · 11:05 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001389050
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 26, 2018 | A | 33,061 | — | A | 225,596 | 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 UnitF2 | — | Apr 26, 2018 | A | 8,929 | A | Mar 4, 2019 | Mar 4, 2019 | Common Stock | 8,929 | 8,929 | D |
| Restricted Stock UnitF2,F3 | — | Apr 26, 2018 | A | 11,609 | A | — | Aug 20, 2020 | Common Stock | 11,608 | 11,609 | D |
Explanation of responses
- F1Received in exchange for 23,615 common units of Archrock Partners, L.P. ("APLP") in connection with the merger of APLP with and into a wholly owned subsidiary of the Issuer (the "Merger") on April 26, 2018 (the "Effective Date"). On the Effective Date, each APLP common unit was converted into 1.4 shares of common stock of the Issuer.
- F2Received in exchange for 6,378 and 8,292 APLP phantom units in connection with the Merger. On the Effective Date, each APLP phantom unit was converted into 1.4 restricted stock units of the Issuer. The APLP phantom units were originally awarded under the APLP Long-Term Incentive Plans; the AROC restricted stock units issued pursuant to the Merger are issued under the Archrock, Inc. 2013 Stock Incentive Plan and are subject to substantially the same terms and conditions as the original awards. The awards are subject to accelerated vesting or forfeiture under certain conditions as set out in a Change of Control Agreement, Severance Benefit Agreement and Award Notice Agreement; however, such agreements have been amended to exclude the Merger from the relevant change of control provisions.
- F3The award vests in three equal installments on each of August 20, 2018, August 20, 2019 and August 20, 2020.