SEC Form 4 · accession 0000899243-17-010664
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 | Apr 20, 2017 | D | 217,519 | — | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F1Pursuant to the Agreement, (i) at the effective time of the Merger, 52,519 shares of common stock of the Issuer were each converted into the right to receive the Merger Consideration and (ii) immediately prior to the Merger, 165,000 restricted stock units vested and were each converted into the right to receive, less applicable tax withholdings, the Merger Consideration.
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.