Statement of Changes in Beneficial Ownership (4)
May 09 2023 - 5:13PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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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Hendricks William Andrew JR |
2. Issuer Name and Ticker or Trading Symbol
PATTERSON UTI ENERGY INC
[
PTEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
10713 W. SAM HOUSTON PKWY N, SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/5/2023 |
(Street)
HOUSTON, TX 77064 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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, $.01 par value per share | 5/5/2023 | | A | | 144000 (1) | A | $0.00 | 1945374 | D | |
Common Stock, $.01 par value per share | 5/5/2023 | | A | | 241500 (2) | A | $0.00 | 2186874 | D | |
Common Stock, $.01 par value per share | 5/5/2023 | | M | | 597000 | A | (3) | 2783874 | D | |
Common Stock, $.01 par value per share | 5/5/2023 | | D | | 597000 (4) | D | $12.43 | 2186874 | 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. 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 |
Phantom Unit | (3) | 5/5/2023 | | M | | | 597000 | 5/5/2023 | 5/5/2023 | Common Stock | 597000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Shares received in settlement of the 2020 Performance Unit grant. |
(2) | Restricted stock units that convert into common stock on a one-for-one basis. One-third of the restricted stock units vests on each of May 5, 2024, May 5, 2025 and May 5, 2026. |
(3) | Reflects performance-based phantom units that vested on May 5, 2023. Each phantom unit represented the right to receive a cash payment in an amount equal to the average closing price of one share of common stock of the Company, par value $0.01 per share (a "Share") on the principal stock exchange on which the Shares were then listed for the twenty consecutive trading days preceding March 31, 2023. |
(4) | No shares were actually issued, disposed or sold. Under applicable SEC guidance, cash settlement of phantom units is deemed to involve the conversion of the phantom units into the underlying common stock and the simultaneous disposition of the common stock to the Company for cash. Accordingly, Table 1 uses Transaction Code D to report the phantom unit settlement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hendricks William Andrew JR 10713 W. SAM HOUSTON PKWY N, SUITE 800 HOUSTON, TX 77064 | X |
| President & CEO |
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Signatures
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By Barry Huntsman pursuant to a Limited Power of Attorney filed with the SEC on 4/24/2013
/s/ Barry Huntsman | | 5/9/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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