FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FRANK'S INTERNATIONAL N.V. [ FI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value Euro 0.01 per share | 11/17/2017 | J(1) | 1,578,640 | A | $0 | 1,588,640 | D | |||
Common stock, par value Euro 0.01 per share | 8,353,867 | I | See footnote.(2) | |||||||
Common stock, par value Euro 0.01 per share | 11/17/2017 | J(1) | 5,965,994 | D | $0 | 47,010,006 | I | See footnote.(3) | ||
Common stock, par value Euro 0.01 per share | 11/20/2017 | S | 51,677 | D | $6.4615(4)(6) | 1,536,963 | D | |||
Common stock, par value Euro 0.01 per share | 11/21/2017 | S | 219,500 | D | $6.4627(5)(6) | 1,317,463 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 |
Explanation of Responses: |
1. Mosing Holdings, LLC made a distribution of shares of Frank's International N.V.'s common stock, par value Euro 0.01 per share (the "Common Stock") to certain of its members, including William Bradford Mosing. |
2. WBM Partnership, LP ("WBM") directly owns 8,353,867 shares of Common Stock. WBM is controlled by Mr. Mosing, in his capacity as managing member of WBM's general partner. Mr. Mosing disclaims beneficial ownership of the Common Stock owned by WBM, except to the extent of his pecuniary interest therein. |
3. As a result of the Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, LLC and the other parties thereto, Mr. Mosing may be deemed to beneficially own shares of Common Stock owned by Mosing Holdings, LLC. Mr. Mosing disclaims beneficial ownership of the Common Stock owned by Mosing Holdings, Inc., except to the extent of his pecuniary interest therein. |
4. On November 20, 2017, Mr. Mosing sold 51,677 shares of Common Stock on the New York Stock Exchange in open market sales, at prices ranging from $6.45 to $6.525 per share, with a weighted-average per-share price of $6.4615. |
5. On November 21, 2017, Mr. Mosing sold 219,500 shares of Common Stock on the New York Stock Exchange in open market sales, at prices ranging from $6.40 to $6.505 per share, with a weighted-average per-share price of $6.4627. |
6. The Reporting Person agrees to provide, upon request by the Securities Exchange Commission, the Issuer, or a holder of Common Stock, full information regarding the number of shares of Common Stock sold at each separate price. |
William Bradford Mosing, by Joshua K. Hancock, as Attorney-in-Fact | 11/21/2017 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |