Form 4/A for PTEN PATTERSON UTI ENERGY INC
Accepted 2023-09-18 00:00:00 ET · period of report 2023-09-01 · accession 0001209191-23-049784 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DA | 2023-09-18 | 2023-09-01 | PTEN | STEWART JAMES CARL | Dir | A - Grant | — | +96.2K | 96.2K | New | — |
| DAI | 2023-09-18 | 2023-09-01 | PTEN | STEWART JAMES CARL | Dir | A - Grant | — | +1.34M | 1.34M | New | — |
| DMA | 2023-09-18 | 2023-09-01 | PTEN | STEWART JAMES CARL | Dir | A - Grant | — | +157.8K | 23.1K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, $.01 par value per share | 2023-09-01 | A | A | 96,235 | — | 96,235 | D By JCS Partners LP | — | — | (F2) The shares of the Issuer's common stock reported above were acquired by the Reporting Person in respect of the shares of common stock of NexTier owned by the Reporting Person immediately prior to the Effective Time. On the trading day immediately prior to the Effective Time, the closing price of the Issuer's common stock was $14.14 per share and the closing price of NexTier's common stock was $10.61 per share. (F1) This Form 4 reports securities acquired in connection with the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc. (the "Issuer"), certain subsidiaries of the Issuer, and NexTier Oilfield Solutions Inc. ("NexTier"). On September 1, 2023, as a result of the Mergers contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock of NexTier was converted automatically into the right to receive 0.7520 (the "Exchange Ratio") shares of common stock of the Issuer, with cash paid in lieu of the issuance of any fractional shares of the Issuer's common stock. (F3) Held by JCS Partners LP, a limited partnership over which the reporting person exercises ownership and control. |
| 2 | Common | Common Stock, $.01 par value per share | 2023-09-01 | A | A | 1,339,754 | — | 1,339,754 | I | — | — | (F2) The shares of the Issuer's common stock reported above were acquired by the Reporting Person in respect of the shares of common stock of NexTier owned by the Reporting Person immediately prior to the Effective Time. On the trading day immediately prior to the Effective Time, the closing price of the Issuer's common stock was $14.14 per share and the closing price of NexTier's common stock was $10.61 per share. (F1) This Form 4 reports securities acquired in connection with the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc. (the "Issuer"), certain subsidiaries of the Issuer, and NexTier Oilfield Solutions Inc. ("NexTier"). On September 1, 2023, as a result of the Mergers contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock of NexTier was converted automatically into the right to receive 0.7520 (the "Exchange Ratio") shares of common stock of the Issuer, with cash paid in lieu of the issuance of any fractional shares of the Issuer's common stock. |
| 3 | Derivative | Stock Option (Right to Buy) | 2023-09-01 | A | A | 134,682 | — | 134,682 | D | $20.79 · 2023-09-01 to 2024-03-01 | 134,682 Common Stock, $.01 par value per share | (F4) These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $15.63 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. |
| 4 | Derivative | Stock Option (Right to Buy) | 2023-09-01 | A | A | 23,092 | — | 23,092 | D | $18.85 · 2023-09-01 to 2024-03-01 | 23,092 Common Stock, $.01 par value per share | (F5) These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $14.17 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. |