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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 20.01 | 02/07/2012 | A | 19,918 (3) | (4) | 04/20/2016 | Common Stock | 19,918 | (3) | 19,918 | D | ||||
Stock Option (Right to Buy) | $ 16.56 | 02/07/2012 | A | 20,998 (3) | (4) | 01/31/2017 | Common Stock | 20,998 | (3) | 20,998 | D | ||||
Stock Option (Right to Buy) | $ 16.29 | 02/07/2012 | A | 31,437 (3) | (4) | 03/20/2017 | Common Stock | 31,437 | (3) | 31,437 | D | ||||
Stock Option (Right to Buy) | $ 13.26 | 02/07/2012 | A | 56,156 (3) | (4) | 01/31/2018 | Common Stock | 56,156 | (3) | 56,156 | D | ||||
Stock Option (Right to Buy) | $ 5.35 | 02/07/2012 | A | 166,548 (3) | (4) | 01/30/2019 | Common Stock | 166,548 | (3) | 166,548 | D | ||||
Stock Option (Right to Buy) | $ 10.45 | 02/07/2012 | A | 88,073 (3) | (4) | 01/29/2020 | Common Stock | 88,073 | (3) | 88,073 | D | ||||
Stock Option (Right to Buy) | $ 23.29 | 02/07/2012 | A | 44,276 (3) | (4) | 01/31/2021 | Common Stock | 44,276 | (3) | 44,276 | D | ||||
Stock Option (Right to Buy) | $ 28.09 | 02/07/2012 | A | 40,077 (3) | 01/31/2013(5) | 01/31/2022 | Common Stock | 40,077 | (3) | 40,077 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moore Brian K C/O SUPERIOR ENERGY SERVICES, INC. 601 POYDRAS STREET, SUITE 2400 NEW ORLEANS, LA 70130 |
Senior Executive Vice Pres. |
/s/ William B. Masters on behalf of Brian K. Moore | 02/08/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between Complete Production Services, Inc. ("Complete"), the Issuer and an indirect wholly owned subsidiary of the Issuer in exchange for shares of Complete common stock. With the exception of 29,000 shares of Complete restricted stock granted to the Reporting Person on January 31, 2012, each share of Complete common stock held by the Reporting Person at the effective time of the merger was converted into 0.945 shares of Issuer common stock plus $7.00 in cash, without interest, plus cash in lieu of any fractional shares of Superior common stock. |
(2) | Includes 34,798 shares of Issuer restricted stock which vest in three equal annual installments commencing on January 31, 2013, subject to continued service with the Issuer. Such shares of Issuer restricted stock were acquired in exchange for the 29,000 shares of Complete restricted stock based on the stock award exchange ratio of 1.199916 established in the Merger Agreement. |
(3) | Acquired pursuant to the Merger Agreement in exchange for options to purchase shares of Complete common stock. Each option to purchase a share of Complete common stock was converted into an option to purchase 1.99916 shares of Issuer common stock, rounded down to the nearest share. The exercise price of the Issuer options is equal to the exercise price of the corresponding Complete options, divided by 1.199916, rounded up to the nearest whole cent. |
(4) | Represents options that became fully vested and exercisable at the effective time of the merger. |
(5) | The option vests in three equal annual installments, commencing on the date indicated. |