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Sec Form 4 Filing - HCperf Holdings B.V. @ OIL STATES INTERNATIONAL INC - 2018-02-22

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
HCperf Holdings B.V.
2. Issuer Name and Ticker or Trading Symbol
OIL STATES INTERNATIONAL, INC [ OIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
274 RIVERSIDE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2018
(Street)
WESTPORT, CT06880
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 02/22/2018 S 5,925,050 ( 1 ) ( 2 ) D $ 25.785 2,736,033 D ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HCperf Holdings B.V.
274 RIVERSIDE AVENUE
WESTPORT, CT06880
X
LRP V Luxembourg Holdings S.a r.l.
13-15 AVENUE DE LA LIBERTE
LUXEMBOURG, N4L-1931
X
LRP IV Luxembourg Holdings S.a.r.l.
13-15 AVENUE DE LA LIBERTE
LUXEMBOURG, N4L-1931
X
LIME ROCK PARTNERS IV LP
274 RIVERSIDE AVENUE
WESTPORT, CT06680
X
LIME ROCK PARTNERS V LP
274 RIVERSIDE AVENUE
WESTPORT, CT06680
X
REYNOLDS JOHN T
274 RIVERSIDE AVENUE
WESTPORT, CT06680
X
Farber Jonathan C.
274 RIVERSIDE AVENUE
WESTPORT, CT06680
X
Signatures
/s/ J. Will Franklin as authorized person for HCperf Holdings B.V. 02/26/2018
** Signature of Reporting Person Date
/s/ J. Will Franklin, as authorized person for LRP IV Luxembourg Holdings S.a.r.l. 02/26/2018
** Signature of Reporting Person Date
/s/ J. Will Franklin, as authorized person for Lime Rock Partners IV, L.P. 02/26/2018
** Signature of Reporting Person Date
/s/ J. Will Franklin, as authorized person for LRP V Luxembourg Holdings S.a.r.l. 02/26/2018
** Signature of Reporting Person Date
/s/ J. Will Franklin, as authorized person for Lime Rock Partners V, L.P. 02/26/2018
** Signature of Reporting Person Date
/s/ Kris Agarwal, as Attorney-In-Fact for Jonathan C. Farber 02/26/2018
** Signature of Reporting Person Date
/s/ Kris Agarwal, as Attorney-In-Fact for John T. Reynolds 02/26/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )HCperf Holdings B.V. (formerly known as GEODynamics B.V.), a Netherlands private limited liability company, directly owns common stock of the Issuer. LRP IV Luxembourg Holdings S.a.r.l. ("LRP IV") and LRP V Luxembourg Holdings S.a.r.l. ("LRP V") collectively own a majority of the outstanding equity interests in GEODynamics B.V. LRP GP IV, Inc. ("GP Inc. IV") is the general partner of Lime Rock Partners GP IV, L.P. ("GP LP IV"), which is the general partner of Lime Rock Partners IV, L.P. ("Lime Rock IV"), which wholly owns LRP IV. LRP GP V, Inc. ("GP Inc. V") is the general partner of Lime Rock Partners GP V, L.P. ("GP LP V"), which is the general partner of Lime Rock Partners V, L.P. ("Lime Rock V"), which wholly owns LRP V. John T. Reynolds ("Reynolds") and Jonathan C. Farber ("Farber") are the sole directors of each of GP Inc. IV and GP Inc. V.
( 2 )(Continued from Footnote 1) Therefore, LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber may be deemed to beneficially own the reported securities. This report shall not be an admission that LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.

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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