SEC Form 4 · accession 0001209191-15-028973
C&J Energy Services, Inc. · CJES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua E. Comstock
Officer — See Remarks · Director
Period of report
Mar 24, 2015
Accepted (ET)
Mar 24, 2015 · 6:03 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 StockF3 | Mar 24, 2015 | U | 726,364 | — | D | 0 | D | |
| Common StockF3,F1 | Mar 24, 2015 | U | 2,082,000 | — | D | 0 | I | See Footnote |
| Common StockF2,F4 | Mar 24, 2015 | U | 186,056 | — | 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 OptionF5,F11 | $1.43 | Mar 24, 2015 | U | 525,000 | D | Mar 24, 2015 | Nov 1, 2016 | Common Stock | 525,000 | 0 | I |
| Stock OptionF6,F11 | $1.43 | Mar 24, 2015 | U | 105,000 | D | Mar 24, 2015 | Nov 11, 2018 | Common Stock | 105,000 | 0 | D |
| Stock OptionF7,F11 | $10.00 | Mar 24, 2015 | U | 1,662,468 | D | Mar 24, 2015 | Dec 23, 2020 | Common Stock | 1,662,468 | 0 | I |
| Stock OptionF8,F11 | $29.00 | Mar 24, 2015 | U | 275,000 | D | Mar 24, 2015 | Jul 28, 2021 | Common Stock | 275,000 | 0 | D |
| Stock OptionF9,F11 | $10.00 | Mar 24, 2015 | U | 17,500 | D | Mar 24, 2015 | Dec 23, 2020 | Common Stock | 17,500 | 0 | I |
| Stock OptionF10,F11 | $18.89 | Mar 24, 2015 | U | 29,583 | D | Jun 19, 2015 | Jun 19, 2022 | Common Stock | 29,583 | 0 | D |
Explanation of responses
- F1Included are: (i) 966,000 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person, of which the Reporting Person serves as trustee and which he may be deemed to be the beneficial owner; (ii) 966,000 shares of Common Stock of the Issuer are held by a trust for the benefit of Rebecca A. Comstock, of which the Reporting Person serves as a co-trustee and which the Reporting Person may be deemed to be the beneficial owner; and (iii) 150,000 shares of Common Stock of the Issuer owned by JRC Investments, LLC, of which the Reporting Person may be deemed to be the beneficial owner in his capacity as the sole member of JRC Investments, LLC.
- F10These 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, subject to the earlier expiration of the options.
- F11Each 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.
- 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 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.
- F4Each 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.
- F5These 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. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
- 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. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
- F8These 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.
- F9These 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. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
Remarks
Chairman and Chief Executive Officer