Sec Form 4 Filing - Taylor Brett J. @ BASIC ENERGY SERVICES INC - 2016-12-23

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
Taylor Brett J.
2. Issuer Name and Ticker or Trading Symbol
BASIC ENERGY SERVICES INC [ BAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Manufacturing & Equipment
(Last) (First) (Middle)
801 CHERRY STREET, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2016
(Street)
FORT WORTH, TX76102
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 12/23/2016 J( 1 ) 66,213 D $ 0 ( 1 ) 0 D
New Common Stock 12/23/2016 J( 2 ) 85 A $ 0 ( 2 ) 85 D
New Common Stock 12/23/2016 M 10,793 A $ 36.5486 ( 3 ) 10,878 D
New Common Stock 12/23/2016 S( 4 ) 2,997 D $ 36 7,881 D
New Common Stock 12/23/2016 S( 4 ) 24 D $ 36 7,857 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
Restricted Stock Units ( 3 ) 12/23/2016 A 32,377 ( 5 ) ( 5 ) New Common Stock 32,377 $ 0 32,377 D
Restricted Stock Units ( 3 ) 12/23/2016 M 10,793 ( 5 ) ( 5 ) New Common Stock 10,793 $ 0 21,584 D
Stock Option (right to buy) $ 36.55 12/23/2016 A 12,951 ( 6 ) 12/23/2026 New Common Stock 12,951 $ 0 12,951 D
Warrants $ 55.25 12/23/2016 J( 7 ) 2,344 12/23/2016 12/23/2023 New Common Stock 2,344 $ 0 2,344 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Brett J.
801 CHERRY STREET
SUITE 2100
FORT WORTH, TX76102
VP, Manufacturing & Equipment
Signatures
/s/ John Cody Bissett, Attorney-in-Fact 12/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer and certain of its subsidiaries (collectively with the Issuer, the "Debtors") filed voluntary petitions (the cases commenced thereby, the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code on October 25, 2016 in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On December 9, 2016, the Bankruptcy Court entered an order approving the First Amended Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors (as confirmed, the "Prepackaged Plan"), and on December 23, 2016 (the "Effective Date"), the Prepackaged Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished.
( 2 )New shares of the Issuer's common stock, par value $0.01 per share (the "New Common Stock") were issued to all of the Issuer's stockholders (including the Reporting Person) pursuant to the Prepackaged Plan in exchange for the Old Common Stock held by such persons on the Effective Date under the Prepackaged Plan. The receipt of the New Common Stock in exchange for Old Common Stock was involuntary, without consideration and in accordance with the Prepackaged Plan approved by the Bankruptcy Court.
( 3 )Promptly following the vesting date (but no later than 30 days following such vesting date), the restricted stock units will be settled by the Issuer into New Common Stock on a one-for-one basis; provided, the Issuer, it in sole discretion, has the option to settle the Restricted Stock Units in cash (subject to applicable withholding taxes).
( 4 )Shares sold to settle tax withholding obligations through a "broker sale."
( 5 )The restricted stock units vest in three equal annual installments: 1/3 on the Effective Date, 1/3 on December 23, 2017 and 1/3 on December 23, 2018.
( 6 )The option vests in three equal annual installments: 1/3 on December 23, 2017, 1/3 on December 23, 2018 and 1/3 on December 23, 2019.
( 7 )The warrants were issued to the Reporting Person pursuant to the Prepackaged Plan. The receipt of the warrants was involuntary and without consideration.

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