SEC Form 4 · accession 0000899243-16-027952
EXPRO GROUP HOLDINGS N.V. · XPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald E. Mosing
10% Owner
Period of report
Aug 19, 2016
Accepted (ET)
Aug 23, 2016 · 6:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575828
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value ?0.01 per shareF1,F2 | Aug 19, 2016 | C | 52,976,000 | — | A | 52,976,000 | I | See footnotes |
| Common stock, par value ?0.01 per share | holding | — | — | — | 91,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A preferred stock, par value ?0.01 per shareF1,F2 | — | Aug 19, 2016 | C | 52,976,000 | D | — | — | Common Stock | 52,976,000 | 0 | I |
Explanation of responses
- F1Pursuant to the Amended and Restated Articles of Association of Frank's International N.V. (the "Issuer") and the Limited Partnership Agreement of Frank's International C.V. ("FICV"), holders of the Issuer's Series A preferred stock, par value Euro 0.01 per share (the "Preferred Stock") have the right to convert all or a portion of their Preferred Stock into the Issuer's common stock, par value Euro 0.01 per share (the "Common Stock") at any time by delivery to the Issuer of an equivalent number of FICV portions, which portions are equal to the holder's total limited partnership interest in FICV divided by the total number of issued and outstanding shares of the Issuer's Preferred Stock. The conversion of all shares of Preferred Stock and the delivery of all FICV Portions, all of which in both cases are owned directly by Mosing Holdings, Inc., occurred on August 19, 2016.
- F2(Continued from footnote 1) As a result of the Voting Agreement described below, Mr. Mosing may be deemed to beneficially own 52,976,000 shares of the Issuer's Common Stock directly held by Mosing Holdings, Inc. Mr. Mosing disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein. In a prior Form 4 filed on August 9, 2016, the reporting person inadvertently reported indirect beneficial ownership of 119,024,000 shares of Frank's International N.V.'s common stock, par value Euro 0.01 per share ("Common Stock"), as a result of the Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc. and the other parties thereto ("the Voting Agreement"). As of August 9, 2016, Mr. Mosing's ownership of Common Stock consisted of direct beneficial ownership of 91,000 shares of Common Stock and no indirect beneficial ownership of Common Stock.