Statement of Changes in Beneficial Ownership (4)
April 23 2021 - 4:52PM
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).
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
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1. Name and Address of Reporting Person
*
Russell Steven J |
2. Issuer Name and Ticker or Trading Symbol
FRANK'S INTERNATIONAL N.V.
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FI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Operations |
(Last)
(First)
(Middle)
10260 WESTHEIMER, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/23/2021 |
(Street)
HOUSTON, TX 77042
(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)
_X
_ Form filed by One Reporting Person
___ 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, par value Euro 0.01 per share | 2/23/2021 | | A | | 25553 | A | (1) | 78280 | D | |
Common Stock, par value Euro 0.01 per share | 2/23/2021 | | M | | 5634 | A | (2) | 83914 | D | |
Common Stock, par value Euro 0.01 per share | 2/23/2021 | | F | | 12211 (3) | D | $3.47 | 71703 | 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 |
Restricted Stock Unit | (2) | 2/23/2021 | | M | | | 5634 | (4) | (4) | Common Stock | 5634 | $0.00 | 166576 (5) | D | |
Explanation of Responses: |
(1) | Represents shares of common stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 23, 2018, under the Frank's International N.V. 2013 Long-Term Incentive Plan (the "Plan"). The PRSUs reported in this filing vested at 151.2% achievement. |
(2) | Restricted stock units ("RSUs") and PRSUs convert into common stock on a one-for-one basis. |
(3) | In connection with the vesting of shares of RSUs pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan, Frank's International N.V. (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 23, 2021. The withholding of vested shares pursuant to this award was approved by the Board of Supervisory Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer. |
(4) | On February 23, 2018, the reporting person was granted 16,900 RSUs vesting ratably in three annual installments beginning on February 23, 2019. |
(5) | Also consists of (i) 34,435 RSUs that will vest 50% on February 18, 2022, and 50% on February 18, 2023, (ii) 10,117 RSUs that will vest on February 19, 2022, and (iii) 122,024 RSUs that will vest ratably in three installments beginning on February 22, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Russell Steven J 10260 WESTHEIMER SUITE 700 HOUSTON, TX 77042 |
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| SVP, Operations |
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Signatures
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/s/ Steven J. Russell, by Nancy A. Muchmore, as Attorney-in-Fact | | 4/23/2021 |
**Signature of Reporting Person | Date |
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