Statement of Changes in Beneficial Ownership (4)
October 22 2021 - 4:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KEARNEY MICHAEL C |
2. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V.
[
XPRO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EXPRO GROUP HOLDINGS N.V., 1311 BROADFIELD BLVD., SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/22/2021 |
(Street)
HOUSTON, TX 77084
(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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (1) | 10/22/2021 | | A | | 195625 (2) | | 4/2/2022 | 4/2/2022 | Common Stock | 195625 | $0.00 | 333668 (3) | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a right to receive one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock"). |
(2) | Represents the vesting of performance-based RSUs granted on (i) February 19, 2019, which vested at 129.4% achievement, (ii) February 18, 2020, which vested at 109.3% achievement, and (iii) February 22, 2021, which vested at 100% achievement. Settlement of these RSUs is deferred in accordance with the requirements imposed by Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") until April 2, 2022. |
(3) | Also includes 138,043 RSUs, as adjusted to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021, that became fully vested on October 1, 2021 for which settlement is deferred in accordance with the requirements imposed by Section 409A until April 2, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KEARNEY MICHAEL C C/O EXPRO GROUP HOLDINGS N.V. 1311 BROADFIELD BLVD., SUITE 400 HOUSTON, TX 77084 | X |
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Signatures
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/s/ Josh Hancock, as Attorney-in-Fact | | 10/22/2021 |
**Signature of Reporting Person | Date |
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