SEC Form 4 · accession 0001209191-15-028958

C&J Energy Services, Inc. · CJES

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

Reporting owner

Ed Keppler

Officer — See Remarks

Period of report

Mar 24, 2015

Accepted (ET)

Mar 24, 2015 · 5:58 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 Stock^F1	Mar 24, 2015	U	14,573	—	D	0	D
Common Stock^F2,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 Option^F4,F5	$18.89	Mar 24, 2015	U	1,900	D	Jun 19, 2015	Jun 19, 2022	Common Stock	1,900	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. 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.
F5Each 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-Corporate Oilfield Operations