SEC Form 4 · accession 0001207006-16-000027
CAMERON INTERNATIONAL CORP · CAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent J Smolik
Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 3:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000941548
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF2,F1 | $0.00 | Apr 1, 2016 | D | 4,682 | D | — | — | Common Stock | 4,682 | 0 | D |
| Deferred Stock UnitsF2,F1 | — | Apr 1, 2016 | D | 1,028 | D | — | — | Common Stock | 1,028 | 0 | D |
| Phantom StockF3 | — | Apr 1, 2016 | D | 814 | D | — | — | Common Stock | 814 | 0 | D |
Explanation of responses
- F1At the effective time of the Merger, Deferred Stock Units were converted into the right to receive $14.44 in cash, without interest, and 0.716 shares of Schlumberger common stock (the per-share merger consideration).
- F2On April 1, 2016, Schlumberger N.V. (Schlumberger Limited), a company organized under the laws of Curacao ("Schlumberger"), acquired the issuer pursuant to that certain merger agreement between issuer, Schlumberger Holdings Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Schlumberger ("Schlumberger US"), Rain Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Schlumberger US ("Merger Sub") and Schlumberger, the indirect parent of Schlumberger US, dated as of August 26, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Schlumberger. The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on November 17, 2016.
- F3Each share of phantom stock is the equivalent of one share of the issuer's common stock. At the effective time of the Merger, each such share of phantom stock was converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit, into Schlumberger common stock.