Sec Form 4 Filing - CARNETT JOHN @ KEY ENERGY SERVICES INC - 2009-11-01

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 CARNETT JOHN 2. Issuer Name and Ticker or Trading Symbol KEY ENERGY SERVICES INC [ KEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Pressure Pumping Services (Last) (First) (Middle) 1301 MCKINNEY STREET, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2009 (Street) HOUSTON, TX77010 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 77,940 ( 1 ) ( 2 ) 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 Employee Stock Option (right to buy) $ 11.81 ( 3 ) 05/07/2013 Common Stock 16,667 16,667 ( 1 ) D Employee Stock Option (right to buy) $ 10.22 ( 3 ) 05/07/2013 Common Stock 8,333 8,333 ( 1 ) D Employee Stock Option (right to buy) $ 15.05 ( 3 ) 03/15/2016 Common Stock 25,000 25,000 ( 1 ) D Employee Stock Option (right to buy) $ 14.32 ( 3 ) 08/22/2017 Common Stock 24,000 24,000 ( 1 ) D Employee Stock Option (right to buy) $ 15.07 ( 4 ) 04/10/2018 Common Stock 15,000 15,000 ( 1 ) D Employee Stock Option (right to buy) $ 16.5 ( 4 ) 08/21/2018 Common Stock 15,750 15,750 ( 1 ) D Phantom Stock ( 5 ) ( 6 ) 12/22/2010 Common Stock 20,000 20,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARNETT JOHN 1301 MCKINNEY STREET SUITE 1800 HOUSTON, TX77010 SVP, Pressure Pumping Services Signatures By Robert B. Rapfogel, Attorney-in-fact for John Carnett 11/09/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )"Exit" Form 4 voluntarily filed solely to report that, although the filer still holds the office indicated in Box 5 above, the filer is no longer a Section 16 reporting person as of November 1, 2009. The number of securities reported above reflects the filer's ownership as of the filing date. ( 2 )All 77,940 shares are unvested shares of restricted stock granted under the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan ("2007 Plan"). ( 3 )The options were granted under the Key Energy Group, Inc. 1997 Incentive Plan and are fully vested and exercisable. ( 4 )The options were granted under the 2007 Plan and are fully vested and exercisable. ( 5 )Each share of phantom stock is the economic equivalent of one share of Key Energy Services, Inc.'s common stock, which, pursuant to the plan under which it was granted, is required to be settled in cash based on the closing price on the date each share vests. ( 6 )The phantom share award granted on December 22, 2006 vests in four equal annual installments on the anniversary of the grant date. The vested phantom shares are payable solely in cash within 20 business days after the vesting date. Ther original grant was for 40,000 phantom shares, of which 10,000 shares vested on December 22, 2007 and 10,000 shares vested on December 22, 2008.

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).

** 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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