Sec Form 4 Filing - SCHLANGER DANIEL K @ EXTERRAN HOLDINGS INC. - 2012-03-04

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
SCHLANGER DANIEL K
2. Issuer Name and Ticker or Trading Symbol
EXTERRAN HOLDINGS INC. [ EXH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
16666 NORTHCHASE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2012
(Street)
HOUSTON, TX77060
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 03/04/2012 A 19,499 ( 1 ) A $ 0 67,157 ( 3 ) D
Common Stock 03/04/2012 F 3,646 ( 2 ) D $ 14.36 63,511 ( 3 ) D
Common Stock 03/06/2012 S 1,723 D $ 13.183 61,788 ( 3 ) D
Common Stock 03/06/2012 S 3,700 D $ 13.186 58,088 ( 3 ) D
CommonStock 03/06/2012 S 52 D $ 13.193 ( 3 ) 58,036 ( 3 ) D
Common Stock 03/06/2012 S 300 D $ 13.2 57,736 ( 3 ) D
Common Stock 03/06/2012 S 1,400 D $ 13.201 56,336 ( 3 ) D
Common Stock 03/06/2012 S 25 D $ 13.202 56,311 ( 3 ) D
Common Stock 03/06/2012 S 300 D $ 13.205 56,011 ( 3 ) D
Common Stock 114 I 401(k) Plan
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
Stock Option (Right to Buy) $ 14.36 03/04/2012 A 48,820 ( 4 ) 03/04/2019 Common Stock 48,820 $ 0 48,820 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHLANGER DANIEL K
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
Senior Vice President
Signatures
Susan Miller, Attorney-in-fact 03/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This award represents a grant of restricted stock under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant and on each successive anniversary of the initial date of grant. Vesting is subject to acceleration due to a qualifying change of control. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.
( 2 )Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.
( 3 )Includes 2,490 shares held or acquired through the Employee Stock Purchase Plan as of 12/31/11.
( 4 )This award represents a grant of stock options under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant and on each successive anniversary of the initial date of grant. Vesting is subject to acceleration due to a qualifying change of control. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death, disability or retirement.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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