Sec Form 4 Filing - Dame William Timothy @ BASIC ENERGY SERVICES, INC. - 2020-02-07

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
Dame William Timothy
2. Issuer Name and Ticker or Trading Symbol
BASIC ENERGY SERVICES, INC. [ BASX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former VP - Pumping Services
(Last) (First) (Middle)
801 CHERRY ST, STE 2100
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2020
(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 02/07/2020 M( 1 ) 25,530 A $ 0 ( 1 ) 89,544 D
Common Stock 02/07/2020 D( 2 ) 25,692 D $ 0 63,852 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
Time-Based Phantom Shares ( 3 ) 02/07/2020 D( 3 ) 25,692 ( 3 ) ( 3 ) Common Stock 25,692 $ 0 0 D
Stock Option (right to buy) $ 41.93 02/07/2020 D( 4 ) 19,426 ( 4 ) 02/22/2027 Common Stock 19,426 $ 0 0 D
Stock Option (right to buy) $ 36.55 02/07/2020 D( 4 ) 19,426 ( 4 ) 12/23/2026 Common Stock 19,426 $ 0 0 D
Restricted Stock Units ( 1 ) 02/07/2020 M( 1 ) 25,530 ( 1 ) ( 1 ) Common Stock 25,530 $ 0 9,341 D
Restricted Stock Units ( 5 ) 02/07/2020 D( 5 ) 9,341 ( 5 ) ( 5 ) Common Stock 9,341 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dame William Timothy
801 CHERRY ST
STE 2100
FORT WORTH, TX76102
Former VP - Pumping Services
Signatures
/s/ David S. Schorlemer, Attorney-in-Fact 02/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Reporting Person's Separation and Release Agreement with the Company, dated as of February 7, 2020 (the "Separation Agreement"), the Reporting Person received 25,530 shares of common stock of the issuer in partial settlement of restricted stock units, which convert into common stock on a one-for-one basis.
( 2 )Represents the forfeiture of 25,692 shares of time vesting restricted stock granted under the Basic Energy Services, Inc. 2019 Long Term Incentive Plan, (the "LTIP"), which were set to vest in one-third increments on May 15, 2020, 2021 and 2022. The shares were forfeited in connection with the Separation Agreement.
( 3 )Cash-settled time-based phantom shares granted under the LTIP, vesting in one-third increments on May 15, 2020, 2021 and 2022. Each cash-settled time-based phantom share is the economic equivalent of one share of Company common stock, subject to a maximum settlement amount of $9.00 per phantom share. In connection with the Separation Agreement, one-third of the cash-settled time-based phantom shares were settled for cash based on the average price of issuer's common stock on January 31, 2020, and two-thirds of the cash-settled time-based phantom shares were forfeited.
( 4 )The stock options were forfeited in connection with the Separation Agreement.
( 5 )Represents the forfeiture of restricted stock units of the Company, which convert into common stock on a one-for-one basis.

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