FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Bentham Michael
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2021 

3. Issuer Name and Ticker or Trading Symbol

EXPRO GROUP HOLDINGS N.V. [XPRO]
(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)
Principal Accounting 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

Table I - Non-Derivative Securities Beneficially Owned
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 10509 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (2)2/4/2028 Common Stock 123610 $17.08 D  

Explanation of Responses:
(1) Consists of a right to receive 10,509 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 8,671 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 123,610 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 101,989 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 39,586 of the stock options are vested and the remaining 84,024 stock options will vest as follows: (i) 13,195 will vest on 02/05/2022 and (ii) 70,829 will vest upon satisfaction of internal rate of return thresholds.

Remarks:
Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bentham Michael
C/O EXPRO GROUP HOLDINGS N.V.
1311 BROADFIELD BLVD., SUITE 400
HOUSTON, TX 77084


Principal Accounting Officer

Signatures
/s/ John McAlister, as Attorney-in-Fact10/4/2021
**Signature of Reporting PersonDate

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