Sec Form 4 Filing - Bickett Kenneth R @ EXTERRAN HOLDINGS INC. - 2014-03-04

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Bickett Kenneth R
2. Issuer Name and Ticker or Trading Symbol
EXTERRAN HOLDINGS INC. [ EXH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP - Controller
(Last) (First) (Middle)
16666 NORTHCHASE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2014
(Street)
HOUSTON, TX77060
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/04/2014 A( 1 ) 3,825 A $ 0 24,997 D
Common Stock 03/04/2014 F( 2 ) 2,157 D $ 41.18 22,840 D
Common Stock 03/04/2014 M( 3 ) 9,813 A $ 22.75 32,653 D
Common Stock 03/04/2014 M( 4 ) 13,698 A $ 16.14 46,351 D
Common Stock 03/04/2014 S 23,511 D $ 40.84 ( 6 ) 22,840 D
Common Stock 03/06/2014 S( 5 ) 1,183 D $ 40.73 21,657 D
Common Stock 03/06/2014 S 6,989 D $ 40.67 ( 7 ) 14,688 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 22.75 03/04/2014 M 9,813 ( 3 ) 02/28/2017 Common Stock 9,813 $ 0 0 D
Stock Option (Right to Buy) $ 16.14 03/04/2014 M 13,698 ( 4 ) 03/04/2016 Common Stock 13,698 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bickett Kenneth R
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
VP - Controller
Signatures
Susan Miller, Attorney-in-fact 03/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This award represents a grant of restricted stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant and on each successive anniversary of the initial date of grant. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.
( 2 )Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.
( 3 )This is in respect to options granted under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, as amended, which vested over a three year period and were fully vested as of March 4, 2013.
( 4 )This is in respect to options granted under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, as amended, which vested over a three year period and were fully vested as of March 4, 2012.
( 5 )These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2012.
( 6 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.36 to $41.35, inclusive.
( 7 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.55 to $40.78, inclusive.

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