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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WOODS JAMES D 11700 KATY FREEWAY, SUITE 300 HOUSTON, TX 77079 |
X |
/s/ James F. Maroney III, Attorney-in-Fact for James D. Woods | 02/07/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The 505 shares reported on this line item (the "Net Indirect Shares") represent the net shares held indirectly by the Reporting Person following the acquisition of 378 shares on 4/26/2006 reported herein, the subsequent acquisition of an additional 505 shares on 11/24/2009 reported on Form 4 filed on 11/25/2009 and the subsequent disposition of 378 shares on 8/16/2010 reported on Form 4 filed on 8/16/2010. The Net Indirect Shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Superior Energy Services, Inc. ("Superior") and an indirect wholly owned subsidiary of Superior in exchange for 0.945 shares of Superior common stock per share of Issuer common stock, plus $7.00 in cash, without interest, plus cash in lieu of any fractional shares of Superior common stock (the "Merger Consideration"). |
(2) | Except as set forth in note 3 below, disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration. |
(3) | Includes 5,045 unvested shares of Issuer restricted stock held by the Reporting Person, which were converted into 1.199916 shares of Superior restricted stock per share of Issuer restricted stock. The shares of Superior restricted stock vest in three equal annual installments commencing January 31, 2013, subject to continued service with Superior. |