SEC Form 4 · accession 0001209191-15-028915

C&J Energy Services, Inc. · CJES

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Barry J. Beadle

Officer — President - Total E&S, Inc.

Period of report

Mar 24, 2015

Accepted (ET)

Mar 24, 2015 · 5:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001509273

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Mar 24, 2015	U	85,223	—	D	D
Common Stock^F2,F3	Mar 24, 2015	U	16,057	—	D	D
Common Stock^F1,F4	Mar 24, 2015	U	20,800	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F5,F6	$20.30	Mar 24, 2015	U	40,000	D	Mar 24, 2015	Dec 16, 2021	Common Stock	400,000	0	D
Stock Option^F7,F6	$18.89	Mar 24, 2015	U	2,488	D	Jun 19, 2015	Jun 19, 2022	Common Stock	2,488	0	D

Explanation of responses

F1Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, C&J Energy Services, Inc. ("C&J"), Nabors Industries Ltd., Nabors Red Lion Limited ("Red Lion"), Nabors CJ Merger Co., and CJ Holding Co., in exchange for 1 Red Lion common share, upon the terms and subject to the conditions set forth in the Merger Agreement.
F2These shares of restricted stock, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were not yet vested immediately prior to the effective time of the merger.
F3Each unvested C&J restricted stock award ("C&J Restricted Stock Award") was disposed of pursuant to the Merger Agreement in exchange for an award to acquire, on the same terms and conditions (including with respect to vesting), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Restricted Stock Award immediately prior to the effective time of the merger.
F4Includes (i) 10,400 shares of Common Stock of the Issuer held by the Beadle Children's Trust #1, of which the Reporting Person serves as trustee and which he may be deemed to be the beneficial owner and (ii) 10,400 shares of Common Stock of the Issuer held by the Beadle Children's Trust #2, of which the Reporting Person serves as trustee and which he may be deemed to be the beneficial owner
F5These options, granted under the C&J Energy Services, Inc. 2010 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger.
F6Each outstanding C&J stock option award (a "C&J Option") was disposed of pursuant to the Merger Agreement in exchange for an option to purchase, on the same terms and conditions (including with respect to vesting and exercisability), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Option immediately prior to the effective time of the merger.
F7These options, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were exercisable immediately prior to the effective time of the merger in accordance with the following schedule: 1/3 of the options shall become exercisable on each of the first, second, and third anniversaries of the date of grant (06/19/12), subject to the earlier expiration of the options.