SEC Form 4 · accession 0001209191-15-028975
C&J Energy Services, Inc. · CJES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall C. McMullen Jr.
Officer — President, CFO, and Director · Director
Period of report
Mar 24, 2015
Accepted (ET)
Mar 24, 2015 · 6:04 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 | 195,733 | — | D | 0 | D | |
| Common StockF2,F3 | Mar 24, 2015 | U | 107,137 | — | D | 0 | D | |
| Common StockF1,F4 | Mar 24, 2015 | U | 100,000 | — | D | 0 | 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 OptionF5,F10 | $29.00 | Mar 24, 2015 | U | 200,000 | D | Mar 24, 2015 | Jul 28, 2021 | Common Stock | 200,000 | 0 | D |
| Stock OptionF6,F10 | $18.89 | Mar 24, 2015 | U | 17,034 | D | Jun 19, 2015 | Jun 19, 2022 | Common Stock | 17,034 | 0 | D |
| Stock OptionF7,F10 | $1.43 | Mar 24, 2015 | U | 111,000 | D | Mar 24, 2015 | Nov 11, 2018 | Common Stock | 111,000 | 0 | D |
| Stock OptionF8,F10 | $10.00 | Mar 24, 2015 | U | 17,500 | D | Mar 24, 2015 | Dec 23, 2020 | Common Stock | 17,500 | 0 | D |
| Stock OptionF9,F10 | $10.00 | Mar 24, 2015 | U | 1,187,477 | D | Mar 24, 2015 | Dec 23, 2020 | Common Stock | 1,187,477 | 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.
- F10Each 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 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.
- F4Included are (i) 50,000 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 and (ii) 50,000 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person's spouse, 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.
- F6These 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.
- F7These 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.
- F8These 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.
- F9These 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.