SEC Form 4 · accession 0001209191-15-028950
C&J Energy Services, Inc. · CJES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William D. Driver
Officer — See Remarks
Period of report
Mar 24, 2015
Accepted (ET)
Mar 24, 2015 · 5:54 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 24, 2015 | U | 14,894 | — | D | 0 | D | |
| Common StockF2,F3 | Mar 24, 2015 | U | 17,690 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4,F8 | $29.00 | Mar 24, 2015 | U | 85,000 | D | Mar 24, 2015 | Jul 28, 2021 | Common Stock | 85,000 | 0 | D |
| Stock OptionF5,F8 | $18.89 | Mar 24, 2015 | U | 1,900 | D | Jun 19, 2015 | Jun 19, 2022 | Common Stock | 1,900 | 0 | D |
| Stock OptionF6,F8 | $1.43 | Mar 24, 2015 | U | 102,500 | D | Mar 24, 2015 | Oct 31, 2017 | Common Stock | 102,500 | 0 | D |
| Stock OptionF7,F8 | $11.00 | Mar 24, 2015 | U | 40,000 | D | Mar 24, 2015 | Feb 3, 2021 | Common Stock | 40,000 | 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.
- F4These 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.
- F5These options, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were exercisable were all 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, subject to the earlier expiration of the options.
- F6These options, granted under the C&J Energy Services, Inc. 2006 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger.
- F7These 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.
- F8Each 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.
Remarks
Senior Vice President - Hydraulic Fracturing Operations