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
                      

1. Name and Address of Reporting Person *

Russell Steven J
2. Issuer Name and Ticker or Trading Symbol

EXPRO GROUP HOLDINGS N.V. [ XPRO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

C/O EXPRO GROUP HOLDINGS N.V., 1311 BROADFIELD BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

2/18/2023
(Street)

HOUSTON, TX 77084
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, nominal value Euro0.01 2/18/2023  M  2870 A (1)60212 D  
Common Stock, nominal value Euro0.01 2/18/2023  A  5226 A (2)65438 D  
Common Stock, nominal value Euro0.01 2/18/2023  F  3415 (3)D$20.77 62023 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)2/18/2023  M     2870   (5) (5)Common Stock 2870 $0.00 13558 (6)D  

Explanation of Responses:
(1) Restricted stock units ("RSUs") convert into common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock") on a one-for-one basis.
(2) Represents shares of Common Stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 18, 2020, under the Expro Group Holdings N.V. 2013 Long-Term Incentive Plan, As Amended and Restated. The PRSUs reported in this filing vested at 60.7% achievement.
(3) In connection with the vesting of shares of RSUs and PRSUs pursuant to the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the "LTIP"), the Issuer withheld vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 17, 2023. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.
(4) Includes 33,237 RSUs that will vest ratably in three annual installments beginning on February 22, 2023.
(5) On February 18, 2020, the reporting person was granted 51,653 RSUs vesting ratably in three annual installments beginning on February 18, 2021, prior to giving effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.
(6) Consists of RSUs that will vest that will vest 50% on February 22, 2023 and 50% on February 22, 2024.

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


Chief Technology Officer

Signatures
/s/ Josh Hancock, as Attorney-in-Fact2/21/2023
**Signature of Reporting PersonDate


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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