Sec Form 4 Filing - Frank's International Management B.V. @ Frank's International N.V. - 2013-08-14

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
Frank's International Management B.V.
2. Issuer Name and Ticker or Trading Symbol
Frank's International N.V. [ FI]
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)
PRINS BERNHARDPLEIN 200
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2013
(Street)
1097 JB, AMSTERDAM, P7
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
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
Series A preferred stock, par value Euro 0.01 per share ( 1 ) 08/14/2013 J( 2 ) 52,976,000 ( 1 ) ( 1 ) Common Stock 52,976,000 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Di rector 10% Owner Officer Other
Frank's International Management B.V.
PRINS BERNHARDPLEIN 200
1097 JB, AMSTERDAM, P7
X
Signatures
/s/ Frank's International Management B.V., by Brian D. Baird, as Attorney-in Fact 08/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Amended and Restated Articles of Association of the Frank's International N.V. (the "Issuer") and the Limited Partnership Agreement of Frank's International C.V. ("FICV"), holder's of the Issuer's Series A preferred stock, par value Euro 0.01 per share (the "Preferred Stock") will have the right to convert all or a portion of their Preferred Stock into the Issuer's common stock, par value Euro 0.01 per share (the "Common Stock") at any time by delivery to the Issuer of an equivalent number of FICV portions, which portions are equal to the holders total limited partnership interest in FICV divided by the total number of issued and outstanding shares of the Issuer's Preferred Stock.
( 2 )Immediately prior to the closing of the Issuer's initial public offering, Frank's International Management B.V. ("FIMBV") held title to 52,976,000 shares of Preferred Stock owned by FICV, in its capacity as sole general partner of FICV.In connection with closing of the initial public offering and pursuant to that certain Global Transaction Agreement, dated July 22, 2013, by and among the Issuer and Mosing Holdings, Inc., FICV contributed 52,976,000 shares of Preferred Stock to Mosing Holdings, Inc. in exchange for all of the outstanding membership interests in Frank's International, LLC, Frank's Casing Crew & Rental Tools, LLC and Frank's Tong Service, LLC.

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* 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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