SEC Form 4 · accession 0001601389-16-000297

CAMERON INTERNATIONAL CORP · CAM

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

Reporting owner

Steven W Roll

Officer — Vice President

Period of report

Apr 1, 2016

Accepted (ET)

Apr 5, 2016 · 5:29 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000941548

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 1, 2016	F	687	$63.20	D	8,798	D
Common Stock^F2	Apr 1, 2016	D	3,203	—	D	5,595	D
Common Stock^F3,F4	Apr 1, 2016	D	5,595	—	D	0	D
Common Stock^F4	Apr 1, 2016	D	121	—	D	0	I	by Trust
Restricted Stock Units^F2	Apr 1, 2016	D	9,549	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Incentive Stock Option (right to buy)^F5	$59.53	Apr 1, 2016	D	5,037	D	—	Jan 1, 2024	Common Stock	5,037	0	D
Incentive Stock Option (right to buy)^F5	$65.97	Apr 1, 2016	D	1,515	D	Oct 14, 2018	Oct 14, 2025	Common Stock	1,515	0	D
Non-Qualified Stock Option (right to buy)^F5	$57.57	Apr 1, 2016	D	24,810	D	—	Oct 16, 2024	Common Stock	24,810	0	D
Non-Qualified Stock Option (right to buy)^F5	$59.53	Apr 1, 2016	D	22,063	D	—	Jan 1, 2024	Common Stock	22,063	0	D
Non-Qualified Stock Option (right to buy)^F5	$65.97	Apr 1, 2016	D	17,144	D	—	Oct 14, 2025	Common Stock	17,144	0	D
Performance Shares^F6	—	Apr 1, 2016	D	11,128	D	—	—	Restricted Stock Units	11,128	10,915	D
Performance Shares^F7	—	Apr 1, 2016	D	10,915	D	—	—	Restricted Stock Units	10,915	0	D
Phantom Stock^F8	—	Apr 1, 2016	D	178	D	—	—	Common Stock	178	0	D

Explanation of responses

F1These shares were withheld for the payment of taxes relating to a release of restricted stock units prior to April 1, 2016, and the transaction is voluntarily reported on this Form 4, rather than Form 5. Other transactions have been reported on Form 4s between January 1, 2016 and this form date of April 1, 2016 that changed the beginning number of securities owned on April 1, 2016.
F2At the effective time of the Merger, unvested restricted stock units (RSUs) with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into an RSU with respect to Schlumberger common stock on substantially the same terms.
F3On 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.
F4At the effective time of the Merger, each outstanding share of the issuer's common stock was 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).
F5At the effective time of the Merger, outstanding stock options representing the right to acquire common stock of the issuer were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into the right to acquire common stock of Schlumberger on substantially the same terms.
F6These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2014 to be earned during three performance years ending December 31, 2014, December 31, 2015, and December 31, 2016, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
F7These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2015 to be earned during three performance years ending December 31, 2015, December 31, 2016, and December 31, 2017, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
F8Each 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.