FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
SUPERIOR ENERGY SERVICES INC [ SPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 02/07/2012 | A | 271,922(1)(2) | A | (1)(2) | 271,922 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 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: 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 | ||||||||
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 |
Explanation of Responses: |
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. |
/s/ William B. Masters on behalf of Brian K. Moore | 02/08/2012 | |
** 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 Number. |