Sec Form 4 Filing - KLX Inc. @ KLX Energy Services Holdings, Inc. - 2018-09-13

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
KLX Inc.
2. Issuer Name and Ticker or Trading Symbol
KLX Energy Services Holdings, Inc. [ KLXE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1300 CORPORATE CENTER WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2018
(Street)
WELLINGTON, FL33414
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 09/13/2018 J( 1 ) 20,079,294 A $ 0 20,079,394 D
Common Stock 09/14/2018 J( 2 ) 20,079,394 D $ 0 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLX Inc.
1300 CORPORATE CENTER WAY
WELLINGTON, FL33414
X
Signatures
/s/ Michael Senft as Vice President and Chief Financial Officer of KLX Inc. 09/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the spin-off (the "Spin-Off") of KLX Energy Services Holdings, Inc. ("KLX Energy Services") from KLX Inc. ("KLX"), KLX Energy Services issued to KLX, its sole shareholder, 20,079,294 shares of KLX Energy Services common stock which, when combined with the 100 shares held by KLX prior thereto, equals the number of KLX Energy Services shares of common stock distributed by KLX to its stockholders in connection with the Spin-Off.
( 2 )In connection with the Spin-Off, KLX effected the Distribution, as defined in the Distribution Agreement dated July 13, 2018, by and among KLX, KLX Energy Services and KLX Energy Services LLC, on September 14, 2018, and caused to be distributed to each holder of record of KLX common stock as of the record date of September 3, 2018, by means of a pro rata distribution, 0.4 shares of KLX Energy Services common stock for every one share of KLX common stock held of record by such holder as of the record date.

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