Initial Statement of Beneficial Ownership (3)
October 04 2021 - 7:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Fanning Quinn P |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2021
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3. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [XPRO]
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(Last)
(First)
(Middle)
C/O EXPRO GROUP HOLDINGS N.V., 1311 BROADFIELD BLVD., SUITE 400 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Financial Officer / |
(Street)
HOUSTON, TX 77084
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, nominal value Euro0.06 | 8985 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | (2) | 2/4/2028 | Common Stock | 483993 | $17.74 | D | |
Explanation of Responses: |
(1) | Consists of a right to receive 8,985 shares of common stock, nominal value Euro0.06, of the Issuer ("Common Stock") as soon as reasonable practicable following the Effective Time (as defined in that certain Agreement and Plan of Merger between the Issuer, New Eagle Holdings Limited and Expro Group Holdings International Limited, dated March 10, 2021 (the "Merger Agreement")) as a result of the acceleration and cancellation of 7,413 restricted stock units of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. |
(2) | Represents stock options to purchase 483,993 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 399,335 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 60,499 of the stock options are vested and the remaining 423,494 stock options will vest as follows: (i) 60,499 will vest in equal installments on each of 10/01/2022 and 10/01/2023 and (ii) 362,995 will vest upon satisfaction of internal rate of return thresholds. |
Remarks: Exhibit 24.1 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fanning Quinn P C/O EXPRO GROUP HOLDINGS N.V. 1311 BROADFIELD BLVD., SUITE 400 HOUSTON, TX 77084 |
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| Chief Financial Officer |
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Signatures
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/s/ John McAlister, as Attorney-in-Fact | | 10/4/2021 |
**Signature of Reporting Person | Date |
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