SEC Form 4 · accession 0001209191-18-027314

EXPRO GROUP HOLDINGS N.V. · XPRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

D. Keith Mosing

Director · 10% Owner

Period of report

Feb 23, 2018

Accepted (ET)

May 2, 2018 · 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 share^F1	Feb 23, 2018	M	88,141	—	A	2,124,520	D
Common stock, par value Euro 0.01 per share^F2	Feb 23, 2018	F	22,460	$6.18	D	2,102,060	D
Common stock, par value Euro 0.01 per share	holding	—	—		—	33,024	I	Held by Child
Common Stock, par value Euro 0.01 per share	holding	—	—		—	33,024	I	Held by Child
Common stock, par value Euro 0.01 per share	holding	—	—		—	50,000	I	Held by Spouse
Common stock, par value Euro 0.01 per share^F3	holding	—	—		—	6,370,920	I	See footnote
Common stock, par value Euro 0.01 per share^F4	holding	—	—		—	440,185	I	See footnote
Common stock, par value Euro 0.01 per share^F5	holding	—	—		—	89,596	I	See footnote
Common stock, par value Euro 0.01 per share^F6	holding	—	—		—	31,785,600	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
Restricted Stock Unit^F8,F1,F7	—	Feb 23, 2018	M	88,141	D	—	—	Common Stock	88,141	18,204	D

Explanation of responses

F1Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
F2In connection with the vesting of shares of RSUs pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan, Frank's International N.V. (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 February 22, 2018. 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.
F3As of February 23, 2018, the Donald Keith Mosing Family Partnership, Ltd ("DKM PL") directly owns 6,370,920 shares of Frank's International N.V.'s common stock, par value Euro 0.01 per share (the "Common Stock"). DKM PL is controlled by Donald Keith Mosing, in his capacity as its general partner and trustee of its other general partner, Donald Keith Mosing Revocable Trust.
F4The 440,185 shares reported are owned directly by the 2015 Mosing Family Delaware Trust f/b/o Keith Mosing, of which Donald Keith Mosing is the investment advisor. Mr. Mosing disclaims beneficial ownership of the Common Stock owned by the trust, except to the extent of his pecuniary interest therein.
F5The 89,596 shares reported are owned directly by the By-Pass Corporate Stock Trust u/l/w Janice P. Mosing f/b/o Donald Keith Mosing, of which Donald Keith Mosing is the trustee. Mr. Mosing disclaims beneficial ownership of the Common Stock owned by the trust, except to the extent of his pecuniary interest therein.
F6The 31,785,600 shares of common stock reported are owned directly by Mosing Holdings, LLC. D. Keith Mosing is the Chairman, President and Chief Executive Officer of Mosing Holdings, LLC. Accordingly, Mr. Mosing may be deemed to beneficially own shares of Common Stock owned by Mosing Holdings, LLC. Mr. Mosing disclaims beneficial ownership of the Common Stock owned by Mosing Holdings, LLC, except to the extent of his pecuniary interest therein.
F7On February 23, 2015, the reporting person was granted 264,423 RSUs that will vest ratably in three annual installments beginning on February 23, 2016.
F8Consists of 18,204 RSUs that will vest in full on May 1, 2018.