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 *
Keppler Ed
2. Issuer Name and Ticker or Trading Symbol
King Merger Sub II LLC [ CJ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
3990 ROGERDALE RD
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2019
(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 10/31/2019 D 19,407 D 0 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 Share Units ( 2 ) 10/31/2019 D 23,256 ( 2 ) ( 2 ) Common Stock 23,256 ( 3 ) 0 D
Performance Shares ( 4 ) 10/31/2019 D 25,092 ( 4 ) ( 4 ) Common Stock 25,092 ( 5 ) 0 D
Non-qualified Stock Option $ 42.65 10/31/2019 D 13,145 ( 6 ) 02/05/2027 Common Stock 13,145 ( 7 ) 0 D
Non-qualified Stock Option $ 30.83 10/31/2019 D 6,726 ( 8 ) 12/13/2027 Common Stock 6,726 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keppler Ed
3990 ROGERDALE RD
HOUSTON, TX77042
See Remarks
Signatures
Valorie Wanner, attorney in fact 11/05/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed upon the effectiveness of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), Keane Group, Inc. ("Keane") and King Merger Sub Corp., a wholly owned subsidiary of Keane ("Merger Sub") (the "Merger Agreement"), pursuant to which Merger Sub merged with and into C&J, with C&J as the surviving corporation and wholly owned subsidiary of Keane. At the effective time of the merger (the "Effective Time"), each outstanding share of C&J common stock was converted into the right to receive 1.6149 shares of Keane common stock (the "Exchange Ratio") and a cash payment in lieu of fractional shares.
( 2 )Exercisable in three annual installments beginning one year after the grant date of December 11, 2018. The units settle in C&J common stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors of C&J.
( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding unit was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such unit and (y) the Exchange Ratio.
( 4 )The performance shares vest on the third anniversary of the grant date, December 13, 2020 in respect of 6,487 units and December 11, 2021 in respect of 18,605 units, subject to the achievement of certain levels of total shareholder returns relative to a peer group established by the Compensation Committee of the Board of Directors of C&J.
( 5 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share, other than a vested performance share, was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the Exchange Ratio. Each vested performance share was deemed to have been settled with shares of C&J common stock and the reporting person received a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock deemed to have been received in respect of the vested performance shares and (y) the Exchange Ratio, and a cash payment in lieu of fractional shares.
( 6 )These options, granted under the C&J Energy Services, Inc. 2017 Management Incentive Plan, are subject to a time-based vesting schedule that is contingent on continued employment such that: (i) 34% of the options vest and become exercisable immediately on the date of grant, (ii) 22% of the options vest and become exercisable on the first anniversary of the date of grant, (iii) 22% of the options vest and become exercisable on the second anniversary of the date of grant and (iv) 22% of the options vest and become exercisable on the third anniversary of the date of grant, in each case, subject to the earlier expiration of the options.
( 7 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option was assumed by Keane and converted into an option to purchase a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such stock option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share of Keane common stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such stock option divided by (B) the Exchange Ratio.
( 8 )Represents options scheduled to vest ratably on the first, second and third anniversary of the grant date, in each case, subject to the earlier expiration of the options and the grantee's continued employment with or provision of services to the issuer or its affiliates, as well as certain treatment upon the occurrence of certain termination events.

Remarks:
President - Corporate Operational Development

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