Sec Form 4 Filing - Dodson J Marshall @ KEY ENERGY SERVICES INC - 2016-12-20

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
Dodson J Marshall
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)
SVP, CFO and Treas
(Last) (First) (Middle)
1301 MCKINNEY STREET, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2016
(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 12/20/2016 A 51,012 ( 1 ) A $ 0 55,862 ( 2 ) 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
Employee Stock Option (Right to Buy) $ 47.99 12/20/2016 A 25,506 ( 3 ) 12/19/2026 Common Stock 25,506 $ 0 25,506 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dodson J Marshall
1301 MCKINNEY STREET
SUITE 1800
HOUSTON, TX77010
SVP, CFO and Treas
Signatures
By: Katherine I. Hargis, Attorney-in-Fact for J. Marshall Dodson 12/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of 51,012 shares of unvested restricted stock units granted under the Key Energy Services, Inc.'s 2016 Equity and Cash Incentive Plan (the "2016 Plan"). These shares of restricted stock units will vest in four equal annual installments beginning on December 20, 2017.
( 2 )Includes 51,012 unvested restricted stock units granted under the 2016 Plan.
( 3 )The option vests in equal quarterly installments on each anniversary of the grant 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).

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