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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (1) | 08/14/2014 | M | 22,727 | (5) | (5) | Common Stock | 22,727 | $ 0 | 90,909 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARGAVIO MARK GERARD /ADV 10260 WESTHEIMER RD. HOUSTON, TX 77042 |
See Remarks |
/s/ Mark G. Margavio, by Brian D. Baird, as Attorney-in-Fact | 08/18/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | In connection with the vesting of shares of restricted stock units pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan, 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 August 13, 2014. 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. |
(3) | The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 Sales Plan adopted by the reporting person on June 24, 2014. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.97 to $20.28, inclusive. The reporting person undertakes to provide to Frank's International N.V., any security holder of Frank's International N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. |
(5) | On August 14, 2013, the reporting person was granted 113,636 restricted stock units, vesting 20% on the first anniversary of the grant, with the remaining 80% vesting on December 31, 2014 pursuant to that certain Separation Agreement, dated as of July 14, 2014, by and between Frank's International, LLC and Mark Margavio. |
Remarks: Former Vice President, Chief Financial Officer and Treasurer |