- Statement of Changes in Beneficial Ownership (4)
February 07 2012 - 6:32PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MARONEY JF III
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2. Issuer Name
and
Ticker or Trading Symbol
Complete Production Services, Inc.
[
CPX
]
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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)
VP, Sec. and Gen. Counsel
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(Last)
(First)
(Middle)
11700 KATY FREEWAY, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2012
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(Street)
HOUSTON, TX 77079
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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2/7/2012
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D
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61228
(1)
(2)
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D
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(1)
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0
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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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Stock Option (Right to Buy)
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$6.41
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2/7/2012
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D
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18900
(3)
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(4)
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1/30/2019
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Common Stock
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18900
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(3)
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0
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D
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Stock Option (Right to Buy)
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$12.53
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2/7/2012
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D
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20066
(3)
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(4)
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1/29/2020
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Common Stock
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20066
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(3)
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0
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D
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Stock Option (Right to Buy)
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$27.94
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2/7/2012
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D
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15400
(3)
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(4)
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1/31/2021
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Common Stock
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15400
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(3)
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0
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D
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Stock Option (Right to Buy)
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$33.7
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2/7/2012
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D
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13900
(3)
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(5)
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1/31/2022
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Common Stock
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13900
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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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 shares of Superior common stock. With the exception of 12,100 shares of Issuer restricted stock granted to the Reporting Person on January 31, 2012, each share of Issuer common stock held by the Reporting Person as of the date of the merger was converted into 0.945 shares of Superior common stock, plus $7.00 in cash, without interest, plus cash in lieu of any fractional shares of Superior common stock.
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(
2)
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Includes 12,100 shares of Issuer restricted stock disposed of in exchange for 14,519 shares of Superior restricted stock, representing a stock award exchange ratio of 1.199916. The shares vest in three equal annual installments commencing on January 31, 2013, subject to continued service with Superior.
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(
3)
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Disposed of pursuant to the Merger Agreement in exchange for a number of options to purchase shares of Superior common stock equal to the number of Issuer options reflected in this line item, multiplied by the stock option exchange ratio of 1.199916, rounded down to the nearest share. The exercise price of the Superior options will be equal to the exercise price of the corresponding Issuer options, divided by 1.199916, rounded up to the nearest whole cent.
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(
4)
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All unvested options to purchase shares of Issuer common stock became fully vested and exercisable upon the merger.
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(
5)
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The options vest in three equal annual installments commencing January 31, 2013, subject to continued service with Superior.
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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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MARONEY JF III
11700 KATY FREEWAY, SUITE 300
HOUSTON, TX 77079
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VP, Sec. and Gen. Counsel
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Signatures
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/s/ James F. Maroney III
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2/7/2012
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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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