Sec Form 4 Filing - WAYNE DONALD @ EXTERRAN HOLDINGS INC. - 2015-03-04

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
WAYNE DONALD
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)
Sr VP, Gen Counsel & Secy
(Last) (First) (Middle)
16666 NORTHCHASE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2015
(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 03/04/2015 A( 1 ) 13,780 A $ 0 69,186 D
Common Stock 03/04/2015 F( 2 ) 5,123 D $ 31.93 64,063 D
Common Stock 03/05/2015 S( 3 ) 4,640 D $ 32.0497 ( 4 ) 59,423 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAYNE DONALD
16666 NORTHCHASE DRIVE
HOUSTON, TX77060
Sr VP, Gen Counsel & Secy
Signatures
Susan Miller, Attorney-in-fact 03/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The award represents a grant of restricted stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan and vests over a three-year period of employment at the rate of one-third per year beginning on the first anniversary of the date of grant, subject to accelerated vesting or forfeiture under certain conditions as set out in a Change of Control Agreement, Severance Benefit Agreement and Award Notice entered into by the issuer and the reporting person.
( 2 )Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.
( 3 )These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2014.
( 4 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.73 to $32.275, inclusive.

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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