SEC Form 4 · accession 0000899243-17-010653
Seventy Seven Energy Inc. · SVNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 20, 2017 | D | 3,579,743 | — | D | 0 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2Pursuant to the Agreement, at the effective time of the Merger, 3,579,743 shares of common stock of the Issuer were each converted into the right to receive the Merger Consideration.
- F3These shares of Common Stock are held for the accounts of Axar Master Fund, Ltd. and Star V. Partners LLC. Axar Capital Management, LP serves as investment manager to each of Axar Master Fund, Ltd. and Star V. Partners LLC. Axar GP, LLC, is the sole general partner of Axar Capital Management, LP. Mr. Axelrod is the sole members of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP.
Remarks
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Agreement"), dated as of December 12, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on December 13, 2016, and by which the Issuer became a wholly owned subsidiary (the "Merger") of Patterson-UTI Energy, Inc. ("Patterson-UTI") on April 20, 2017 (the "effective time"). At the effective time, each issued and outstanding share of the common stock of the Issuer was converted into the right to receive 1.7851 Patterson-UTI common shares, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement (the "Merger Consideration"). On the day prior to the closing of the Merger, each share of Patterson-UTI received in the Merger had a value of $22.69 based on the closing price of Patterson-UTI common stock on the NASDAQ on such date.