Sec Form 4 Filing - Hargis Katherine @ KEY ENERGY SERVICES INC - 2016-12-15

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
Hargis Katherine
2. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, CLO and Secretary
(Last) (First) (Middle)
1301 MCKINNEY ST, STE 1800
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2016
(Street)
HOUSTON, TX77010
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 ($0.10 par value) 12/15/2016 J( 1 ) 163,874 D 0 D
Common Stock ($0.01 par value) 12/15/2016 J( 1 ) 837 A 837 D
Common Stock ($0.01 par value) 12/19/2016 F 208 D 629 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 Ex ercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 43.52 12/15/2016 P 942 ( 3 ) 12/15/2020 Common Stock ($0.01 par value) 942 $ 0 4,891 D
Warrant (right to buy) $ 54.4 12/15/2016 P 942 ( 3 ) 12/15/2021 Common Stock ($0.01 par value) 942 $ 0 5,833 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hargis Katherine
1301 MCKINNEY ST
STE 1800
HOUSTON, TX77010
VP, CLO and Secretary
Signatures
By: Katherine I. Hargis 12/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Issuer's reorganization pursuant to bankruptcy, all unvested restricted stock awards received 100% accelerated vesting. Pursuant to a reclassification exempt under Rule 16b-7, each then-vested share of Common Stock ($0.10 par value) was cancelled, and new vested securities (Common Stock at $0.01 par value) were issued to the insider, along with warrants described below.
( 2 )The withholding of shares of Common Stock for taxes relates to the accelerated vesting of equity compensation awards that occurred immediately prior to the Issuer's emergence from bankruptcy. For administrative reasons the shares were withheld from the newly issued Common Stock ($0.01).
( 3 )The warrant will be exercisable for one share of Common Stock ($0.01 par value) on the earlier to occur of the expiration date or the date of completion of a merger, sale or other reorganization transaction that results in the Common Stock being converted into cash.

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).
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