Statement of Changes in Beneficial Ownership (4)
February 26 2018 - 5:37PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
HCperf Holdings B.V.
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2. Issuer Name
and
Ticker or Trading Symbol
OIL STATES INTERNATIONAL, INC
[
OIS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
274 RIVERSIDE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2018
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(Street)
WESTPORT, CT 06880
(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)
___ Form filed by One Reporting Person
_
X
_ 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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2/22/2018
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S
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5925050
(1)
(2)
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D
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$25.785
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2736033
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D
(1)
(2)
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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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Explanation of Responses:
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(1)
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HCperf Holdings B.V. (formerly known as GEODynamics B.V.), a Netherlands private limited liability company, directly owns common stock of the Issuer. LRP IV Luxembourg Holdings S.a.r.l. ("LRP IV") and LRP V Luxembourg Holdings S.a.r.l. ("LRP V") collectively own a majority of the outstanding equity interests in GEODynamics B.V. LRP GP IV, Inc. ("GP Inc. IV") is the general partner of Lime Rock Partners GP IV, L.P. ("GP LP IV"), which is the general partner of Lime Rock Partners IV, L.P. ("Lime Rock IV"), which wholly owns LRP IV. LRP GP V, Inc. ("GP Inc. V") is the general partner of Lime Rock Partners GP V, L.P. ("GP LP V"), which is the general partner of Lime Rock Partners V, L.P. ("Lime Rock V"), which wholly owns LRP V. John T. Reynolds ("Reynolds") and Jonathan C. Farber ("Farber") are the sole directors of each of GP Inc. IV and GP Inc. V.
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(2)
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(Continued from Footnote 1) Therefore, LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber may be deemed to beneficially own the reported securities. This report shall not be an admission that LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.
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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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HCperf Holdings B.V.
274 RIVERSIDE AVENUE
WESTPORT, CT 06880
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X
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LRP V Luxembourg Holdings S.a r.l.
13-15 AVENUE DE LA LIBERTE
LUXEMBOURG, N4 L-1931
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X
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LRP IV Luxembourg Holdings S.a.r.l.
13-15 AVENUE DE LA LIBERTE
LUXEMBOURG, N4 L-1931
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X
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LIME ROCK PARTNERS IV LP
274 RIVERSIDE AVENUE
WESTPORT, CT 06680
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X
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LIME ROCK PARTNERS V LP
274 RIVERSIDE AVENUE
WESTPORT, CT 06680
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X
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REYNOLDS JOHN T
274 RIVERSIDE AVENUE
WESTPORT, CT 06680
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X
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Farber Jonathan C.
274 RIVERSIDE AVENUE
WESTPORT, CT 06680
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X
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Signatures
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/s/ J. Will Franklin as authorized person for HCperf Holdings B.V.
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ J. Will Franklin, as authorized person for LRP IV Luxembourg Holdings S.a.r.l.
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ J. Will Franklin, as authorized person for Lime Rock Partners IV, L.P.
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ J. Will Franklin, as authorized person for LRP V Luxembourg Holdings S.a.r.l.
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ J. Will Franklin, as authorized person for Lime Rock Partners V, L.P.
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ Kris Agarwal, as Attorney-In-Fact for Jonathan C. Farber
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2/26/2018
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**
Signature of Reporting Person
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Date
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/s/ Kris Agarwal, as Attorney-In-Fact for John T. Reynolds
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2/26/2018
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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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