SEC Form 3 · accession 0001104659-15-022136
C&J Energy Services, Inc. · CJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
NABORS INDUSTRIES LTD
10% Owner
Period of report
Mar 24, 2015
Accepted (ET)
Mar 24, 2015 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, par value $0.01 per shareF1,F2,F3 | holding | — | — | — | 62,542,404 | I | By Nabors International Management Limited |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a Separation Agreement, dated as of June 25, 2014 (as amended from time to time, the "Separation Agreement"), by and between Nabors Industries Ltd. ("NIL") and Nabors Red Lion Limited ("Red Lion"), Nabors International Management Limited ("NIML"), a wholly owned subsidiary of NIL, held 62,542,404 common shares of Red Lion, par value $0.01 per share (the "Subject Shares") on March 24, 2015 immediately following the closing of the merger (the "Merger") of Nabors CJ Merger Co. ("Merger Sub"), a direct wholly owned subsidiary of Red Lion, with and into C&J Energy Services, Inc. ("C&J"), pursuant to that certain Agreement and Plan of Merger, dated as of June 25, 2014 (as amended from time to time, the "Merger Agreement"), by and among NIL, Red Lion, Merger Sub, CJ Holding Co. and C&J.
- F2At the effective time of the Merger, Red Lion was renamed "C&J Energy Services Ltd." Pursuant to Rule 12g-3(a) under the Exchange Act, Red Lion is the successor issuer to C&J, and Red Lion's Common Shares are deemed to be registered under Section 12(b) of the Exchange Act. Red Lion's Common Shares have been approved for listing on the NYSE will begin trading under the ticker symbol "CJES" on March 25, 2015.
- F3NIML is a partnership organized under the laws of Bermuda, and interests in NIML are held directly by NIL and Nabors Holdings Ltd. ("NHL"), a direct wholly owned subsidiary of Nabors Global Holdings II Limited ("NGHL"), which is a direct wholly owned subsidiary of Nabors Blue Shield Ltd. ("NBSL"), itself a direct wholly owned subsidiary of NIL.