Sec Form 4 Filing - Stephens Douglas Glen @ FRANK'S INTERNATIONAL N.V. - 2017-10-19

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 Stephens Douglas Glen 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former President and CEO (Last) (First) (Middle) 10260 WESTHEIMER RD. 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2017 (Street) HOUSTON, TX77042 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, par value Euro 0.01 per share 10/19/2017 M 35,547 A 37,320 D Common Stock, par value Euro 0.01 per share 10/19/2017 A 26,126 ( 2 ) A $ 0 63,446 D Common Stock, par value Euro 0.01 per share 10/19/2017 F 16,869 ( 3 ) D $ 6.97 46,577 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 Restricted Stock Unit ( 1 ) 10/19/2017 M 35,547 ( 4 ) ( 4 ) ( 4 ) Common Stock 35,547 $ 0 ( 4 ) 0 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stephens Douglas Glen 10260 WESTHEIMER RD. HOUSTON, TX77042 Former President and CEO Signatures /s/ Douglas Stephens, by Joshua K. Hancock, as Attorney-in-Fact 10/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. ( 2 )Pursuant to that certain Separation Agreement (the "Separation Agreement") entered into by and between the reporting person and Frank's International N.V. (the "Issuer") on October 5, 2017, one-third of the performance-based RSU award granted to the reporting person on February 20, 2017 became vested, and the remaining two-thirds of such performance-based RSU award was cancelled for no consideration. ( 3 )In connection with the vesting of shares of RSUs pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan and the Separation Agreement, the Issuer withheld vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on October 18, 2017. The withholding of vested shares pursuant to this award was approved by the Board of Supervisory Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer. ( 4 )Pursuant to the Separation Agreement, one-third of the RSUs granted on each of November 15, 2016 and February 20, 2017 became vested, and the remaining two-thirds of the RSUs granted on each of November 15, 2016 and February 20, 2017 were forfeited for no consideration.

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).

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