Amended Statement of Changes in Beneficial Ownership (4/a)
December 22 2016 - 5:33PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MILLER SCOTT P
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2. Issuer Name
and
Ticker or Trading Symbol
KEY ENERGY SERVICES INC
[
KEG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP Op Svcs and Ch Admin Off
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(Last)
(First)
(Middle)
1301 MCKINNEY ST, STE 1800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2016
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(Street)
HOUSTON, TX 77010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/20/2016
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock ($0.10 par value)
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12/15/2016
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J
(1)
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335171
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D
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(1)
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0
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D
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Common Stock ($0.01 par value)
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12/15/2016
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J
(1)
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1711
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A
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(1)
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1711
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D
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Common Stock ($0.01 par value)
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12/19/2016
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F
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401
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D
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(2)
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1310
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to buy)
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$43.52
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12/15/2016
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P
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1928
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(3)
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12/15/2020
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Common Stock ($0.01 par value)
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1928
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$0.00
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1928
(4)
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D
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Warrant (right to buy)
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$54.40
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12/15/2016
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P
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1928
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(3)
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12/15/2021
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Common Stock ($0.01 par value)
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1928
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$0.00
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1928
(4)
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D
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Explanation of Responses:
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(
1)
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In connection with the Issuer's reorganization pursuant to bankruptcy, all unvested restricted stock awards received 100% accelerated vesting. Pursuant to a reclassification exempt under Rule 16b-7, each then-vested share of Common Stock ($0.10 par value) was cancelled, and new vested securities (Common Stock at $0.01 par value) were issued to the insider, along with warrants described below.
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(
2)
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The withholding of shares of Common Stock for taxes relates to the accelerated vesting of equity compensation awards that occurred immediately prior to the Issuer's emergence from bankruptcy. For administrative reasons the shares were withheld from the newly issued Common Stock ($0.01).
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(
3)
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The warrant will be exercisable for one share of Common Stock ($0.01 par value) on the earlier to occur of the expiration date or the date of completion of a merger, sale or other reorganization transaction that results in the Common Stock being converted into cash.
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(
4)
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The original number of warrants beneficially owned that were previously provided were unintentionally misstated.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MILLER SCOTT P
1301 MCKINNEY ST
STE 1800
HOUSTON, TX 77010
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SVP Op Svcs and Ch Admin Off
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Signatures
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By: Katherine I. Hargis, Attorney-in-fact for Scott P. Miller
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12/22/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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