Sec Form 4 Filing - Mosing D. Keith @ EXPRO GROUP HOLDINGS N.V. - 2021-10-01

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
Mosing D. Keith
2. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [ XPRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O EXPRO GROUP HOLDINGS N.V., 1311 BROADFIELD BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2021
(Street)
HOUSTON, TX77084
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, nominal value Euro0.06 10/01/2021 M 6,410 ( 1 ) A 741,069 ( 3 ) D
Common Stock, nominal value Euro0.06 ( 4 ) 10/01/2021 A 8,522 A $ 0 749,591 D
Common Stock, nominal value Euro0.06 7,064 ( 5 ) I Held by Spouse
Common Stock, nominal value Euro0.06 96,992 ( 5 ) I Held by Child
Common Stock, nominal value Euro0.06 96,992 ( 5 ) I Held by Child
Common Stock, nominal value Euro0.06 520,208 I See footnote ( 6 )
Common Stock, nominal value Euro0.06 183,410 I See footnote ( 7 )
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 Unit ( 2 ) 10/01/2021 M 6,410 ( 8 ) ( 8 ) Common Stock 6,410 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mosing D. Keith
C/O EXPRO GROUP HOLDINGS N.V.
1311 BROADFIELD BLVD., SUITE 400
HOUSTON, TX77084
X
Signatures
/s/ Josh Hancock, as Attorney-in-Fact 10/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the number of shares of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock") received in connection with the vesting of restricted stock units ("RSUs"), as adjusted to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.
( 2 )RSUs convert into Common Stock on a one-for-one basis as annual compensation to the non-employee members of the prior Board of Supervisory Directors.
( 3 )The number of shares of Common Stock beneficially owned includes 37,331 shares of Common Stock previously reported as directly owned by the By-Pass Corporate Stock Trust u/l/w Janice P. Mosing f/b/o Donald Keith Mosing (the "By-Pass Trust), of which the reporting person is the trustee, as updated to give effect to the 1 for 6 reverse stock split of the Issuer. On January 1, 2020, the By-Pass Trust was terminated and these shares were transferred to the reporting person.
( 4 )Represents 8,522 RSUs granted under the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The RSUs vest on May 1, 2022.
( 5 )The reporting person's indirect holdings have been updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.
( 6 )The 520,208 shares reported are owned directly by the Donald Keith Mosing Family Partnership Ltd ("DKMFPL"), as updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021. DKMFPL is controlled by the reporting person, in his capacity as its general partner and trustee of its other general partner, Donald Keith Mosing Revocable Trust.
( 7 )The 183,410 shares reported are owned directly by the 2015 Mosing Family Delaware Trust f/b/o Keith Mosing, of which the reporting person is the investment advisor, as updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021. The reporting person disclaims beneficial ownership of the Common Stock owned by the trust, except to the extent of his pecuniary interest therein.
( 8 )On July 1, 2021, the reporting person was granted 38,462 RSUs, which were adjusted to give effect to the 1 for 6 reverse stock split of the Issuer and vested in full on October 1, 2021 (accelerated vesting due to the closing of the merger between the Issuer (formerly Frank's International N.V.) and Expro Group Holdings International Ltd.).

Remarks:
Exhibit 24.1 - Power of Attorney

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