Statement of Changes in Beneficial Ownership (4)
30 Julio 2020 - 5:22PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Lehner Keefer McGovern |
2. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc.
[
"QES"
]
|
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)
1415 LOUISIANA STREET, SUITE 2900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2020 |
(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 7/28/2020 | | M | | 37121 | A | (2) | 166823 | D | |
Common stock | 7/28/2020 | | F | | 14607 | D | (1) | 152216 | D | |
Common stock | 7/28/2020 | | D(1) | | 152216 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Phantom Unit | (2) | 7/28/2020 | | M | | | 37121 | (2) | (2) | Common Stock | 37121 | (2) | 0 | D | |
Restricted Stock Unit | (3) | 7/28/2020 | | D | | | 243277 | (3) | (3) | Common Stock | 243277 | (3) | 0 | D | |
Performance Share Unit | (4)(5) | 7/28/2020 | | A | | 230082 | | (4)(5) | (4)(5) | Common Stock | 230082 | (4)(5) | 284016 | D | |
Performance Share Unit | (4)(5) | 7/28/2020 | | D | | | 284016 | (4)(5) | (4)(5) | Common Stock | 284016 | (4)(5) | 0 | D | |
Explanation of Responses: |
(1) | On July 28, 2020, pursuant to the Agreement and Plan of Merger, dated May 3, 2020 (the "Merger Agreement"), by and among Quintana Energy Services Inc. ("QES"), KLX Energy Services Holdings, Inc. ("KLXE"), Krypton Intermediate LLC, and Kypton Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into QES (the "Merger"), with QES surviving the Merger as the wholly owned subsidiary of KLXE. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of QES's common stock was converted into, and became exchangeable for, 0.0969 shares of KLXE common stock. On July 27, 2020 (the last trading day prior to consummation of the Merger and KLXE's 1-for-5 reverse stock split), the closing price of one share of KLXE common stock was $2.00 and the closing price of one share of QES common stock was $0.93. |
(2) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES phantom unit became fully vested and was cancelled and converted into the right to receive 0.0969 shares of KLXE common stock. |
(3) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES restricted stock unit award subject to time-based vesting was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES restricted stock units multiplied by 0.0969. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES restricted stock unit award. |
(4) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES performance share unit award was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES performance share units that were earned based on actual achievement of the applicable performance goals in accordance with the Merger Agreement multiplied by 0.0969. |
(5) | (Continued from Footnote 4) With respect to such KLXE restricted stock unit award, the portion based on a QES performance share unit award granted in 2019 determined to have been earned based on discretionary performance goals and the portion based on a QES performance share unit award granted in 2020 subject to a strategic performance goals, in each case, will be settled in cash following the vesting of such KLXE restricted stock unit. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES performance share unit award (other than any performance-based vesting conditions). |
Remarks: Executive Vice President and Chief Financial Officer |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lehner Keefer McGovern 1415 LOUISIANA STREET, SUITE 2900 HOUSTON, TX 77002 |
|
| See Remarks |
|
Signatures
|
/s/ Max L. Bouthillette, attorney-in-fact | | 7/28/2020 |
**Signature of Reporting Person | Date |
Quintana Energy Services (NYSE:QES)
Gráfica de Acción Histórica
De Oct 2024 a Oct 2024
Quintana Energy Services (NYSE:QES)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024
Real-Time news about Quintana Energy Services Inc (New York Stock Exchange): 0 recent articles
Más de Quintana Energy Services Inc. Artículos de Noticias