Statement of Changes in Beneficial Ownership (4)
June 01 2023 - 4:31PM
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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OMB APPROVAL
OMB Number:
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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OAK HILL ADVISORS LP |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1 VANDERBILT AVE, 16TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2023 |
(Street)
NEW YORK, NY 10017 |
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, (euro)0.06 nominal value per share | 6/1/2023 | | A | | 8056 (1) | A | (1) | 30441 (1) | I | See footnotes (3)(4) |
Common Stock, (euro)0.06 nominal value per share | 6/1/2023 | | A | | 8056 (2) | A | (2) | 30441 (2) | I | See footnotes (3)(4) |
Common Stock, (euro)0.06 nominal value per share | | | | | | | | 19895891 | I | See footnotes (4)(5) |
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 |
Explanation of Responses: |
(1) | Consists of a grant of 8,056 restricted stock units under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the "Expro Long-Term Incentive Plan"). The grant was awarded to Mr. Eitan Arbeter ("Mr. Arbeter"), an employee of Oak Hill Advisors, L.P. ("OHA", or the "Reporting Person") and a member of the board of directors of the Issuer, as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of Common Stock (euro)0.06 nominal value per share ("Common Stock") of the Issuer. These restricted stock units will vest on June 1, 2024. Mr. Arbeter has reported or will report this grant on his own Form 4 as well. |
(2) | Consists of a grant of 8,056 restricted stock units under the Expro Long-Term Incentive Plan. The grant was awarded to Mr. Alan Schrager ("Mr. Schrager"), an employee of OHA and a member of the board of directors of the Issuer, as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of Common Stock of the Issuer. These restricted stock units will vest on June 1, 2024. Mr. Schrager has reported or will report this grant on his own Form 4 as well. |
(3) | Pursuant to the policies of OHA, the restricted stock units received by Mr. Arbeter and Mr. Schrager are held for the benefit of certain OHA clients. |
(4) | OHA acts (directly or through an affiliate) as investment adviser to certain funds and client accounts (together, the "Oak Hill Advisory Entities"), with respect to the shares of Common Stock directly held by the Oak Hill Advisory Entities. OHA is a subsidiary business of T. Rowe Price Associates, Inc. ("TRP"). OHA's beneficial ownership does not include any shares that may be beneficially owned by TRP. OHA disclaims beneficial ownership of the shares of Common Stock held by the Oak Hill Advisory Entities beyond its respective pecuniary interest therein, if any, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended. |
(5) | Reflects securities held by the Oak Hill Advisory Entities. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
OAK HILL ADVISORS LP 1 VANDERBILT AVE 16TH FLOOR NEW YORK, NY 10017 |
| X |
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Signatures
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/s/ Oak Hill Advisors, L.P., By: /s/ Gregory S. Rubin, Authorized Signatory | | 6/1/2023 |
**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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