Initial Statement of Beneficial Ownership (3)
October 04 2021 - 7:21PM
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
*
Jardon Michael |
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)
__X__ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President & CEO / |
(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 | 63274 (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 | 1930285 | $17.08 | D | |
Explanation of Responses: |
(1) | Consists of a right to receive 63,274 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 52,206 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 1,930,285 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 1,592,645 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 361,928 of the stock options are vested and the remaining 1,568,357 stock options will vest as follows: (i) 120,643 will vest on 02/05/2022 and (ii) 1,447,714 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 |
Jardon Michael C/O EXPRO GROUP HOLDINGS N.V. 1311 BROADFIELD BLVD., SUITE 400 HOUSTON, TX 77084 | X |
| President & CEO |
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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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