SEC Form 4 · accession 0001209191-17-057611
EXPRO GROUP HOLDINGS N.V. · XPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Oct 19, 2017
Accepted (ET)
Oct 20, 2017 · 4:10 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 Euro 0.01 per shareF1 | Oct 19, 2017 | M | 35,547 | — | A | 37,320 | D | |
| Common Stock, par value Euro 0.01 per shareF2 | Oct 19, 2017 | A | 26,126 | $0.00 | A | 63,446 | D | |
| Common Stock, par value Euro 0.01 per shareF3 | Oct 19, 2017 | F | 16,869 | $6.97 | D | 46,577 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F1 | — | Oct 19, 2017 | M | 35,547 | D | — | — | Common Stock | 35,547 | 0 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
- F2Pursuant to that certain Separation Agreement (the "Separation Agreement") entered into by and between the reporting person and Frank's International N.V. (the "Issuer") on October 5, 2017, one-third of the performance-based RSU award granted to the reporting person on February 20, 2017 became vested, and the remaining two-thirds of such performance-based RSU award was cancelled for no consideration.
- F3In connection with the vesting of shares of RSUs pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan and the Separation Agreement, the Issuer withheld vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on October 18, 2017. The withholding of vested shares pursuant to this award was approved by the Board of Supervisory Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.
- F4Pursuant to the Separation Agreement, one-third of the RSUs granted on each of November 15, 2016 and February 20, 2017 became vested, and the remaining two-thirds of the RSUs granted on each of November 15, 2016 and February 20, 2017 were forfeited for no consideration.