Statement of Changes in Beneficial Ownership (4)
May 19 2020 - 12:07PM
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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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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GOLDMAN SACHS GROUP INC |
2. Issuer Name and Ticker or Trading Symbol
CORE LABORATORIES N V
[
CLB
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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)
200 WEST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
(Street)
NEW YORK, NY 10282
(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
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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 Shares (1) | 4/1/2020 | | P | | 376 | A | $9.41 | 4640600 | I | Through Subsidiary (2)(3) |
Common Shares (1) | 4/1/2020 | | P | | 300 | A | $9.25 | 4640900 | I | Through Subsidiary (2)(3) |
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 |
Equity Swap (4) | (4) | 4/1/2020 | | S | | | 1176 | (4) | 11/15/2023 | Common Shares | 1176 | (4) | 1176 (4) | I | Through Subsidiary (2)(3) |
Equity Swap (5) | (5) | 4/1/2020 | | P | | 93 | | (5) | 8/13/2029 | Common Shares | 93 | (5) | 93 (5) | I | Through Subsidiary (2)(3) |
Explanation of Responses: |
(1) | The amount of profit recoverable by the Issuer from the reported transactions will be remitted to the Issuer. |
(2) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons". Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On April 1, 2020, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Shares but did not experience a change in their pecuniary interest in the Issuer. |
(3) | GS Group may be deemed to beneficially own indirectly the Common Shares by reason of Goldman Sachs' direct beneficial ownership. |
(4) | Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on 11/15/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $9.29 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $9.29 per share, in each case, based on a notional amount of 1,176 Common Shares and any additional costs and charges including any payments with respect to financial dividends. |
(5) | Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on 8/13/2029, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $9.45 per share and the counterparty will pay Goldman Sachs any increase in the price of the Common Shares above $9.45 per share, in each case, based on a notional amount of 93 Common Shares and any additional costs and charges including any payments with respect to financial dividends. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
| X |
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GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY 10282 |
| X |
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Signatures
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/s/ Nathan R. Burby, Attorney-in-fact | | 5/19/2020 |
**Signature of Reporting Person | Date |
/s/ Nathan R. Burby, Attorney-in-fact | | 5/19/2020 |
**Signature of Reporting Person | Date |
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