SEC Form 4 · accession 0001209191-15-051640

C&J Energy Services, Inc. · CJ

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These shares of restricted stock, granted under the C&J Energy Services Ltd. 2015 Long-Term Incentive Plan.
• F2Subject to a two-tiered vesting schedule: (1) subject to performance-based vesting requiring certification by the Compensation Committee of the achievement of positive EBITDA as defined in the award agreement (Performance Vesting) in any calendar quarter during the period beginning 7/1/15 and ending 3/31/18 (Performance Cycle); and (2) additionally, subject to a time-based vesting schedule such that 1/3 of the restricted shares become unrestricted on the 1st, 2nd and 3rd anniversaries of the grant date. If a vesting date passes prior to the satisfaction of the Performance Vesting, the tranche of restricted shares subject to that vesting date will carry forward and be aggregated with the next tranche of restricted shares scheduled to vest on the next vesting date and be eligible to vest on such date, subject to satisfaction of the Performance Vesting. If the Performance Vesting is not satisfied during the Performance Cycle, all restricted shares shall be forfeited.
• F3Included are: (i) 966,000 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person, of which the Reporting Person serves as trustee and which he may be deemed to be the beneficial owner; (ii) 966,000 shares of Common Stock of the Issuer are held by a trust for the benefit of Rebecca A. Comstock, of which the Reporting Person serves as a co-trustee and which the Reporting Person may be deemed to be the beneficial owner; and (iii) 150,000 shares of Common Stock of the Issuer owned by JRC Investments, LLC, of which the Reporting Person may be deemed to be the beneficial owner in his capacity as the sole member of JRC Investments, LLC.