SEC FORM 4

SEC Form 4

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^*

HIDAYATALLAH MUNAWAR H

(Last)

(First)

(Middle)

5075 WESTHEIMER, SUITE 890

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allis Chalmers Energy Inc. [ ALY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2011		A		728,333	A	⁽¹⁾	978,333	D
Common Stock	02/23/2011		F		178,333	D	⁽²⁾	800,000	D
Common Stock	02/23/2011		D		800,000⁽³⁾	D	⁽³⁾	0	D
Common Stock	02/23/2011		D		263,559⁽³⁾	D	⁽³⁾	0	I	By Hidayatallah Family Trust
Common Stock	02/23/2011		D		8,000⁽³⁾	D	⁽³⁾	0	I	By Munawar Hidayatallah SEP IRA

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$3.86	02/23/2011		D			200,000	⁽⁴⁾	02/02/2015	Common Stock	200,000	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$10.85	02/23/2011		D			83,333	⁽⁵⁾	12/16/2015	Common Stock	83,333	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$3.77	02/23/2011		D			333,334	⁽⁶⁾	03/03/2020	Common Stock	333,334	⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger among the Issuer, Seawell Limited and Wellco Sub Company, a wholly-owned subsidiary of Seawell Limited, dated August 12, 2010, as amended, 728,333 shares of performance based restricted stock were accelerated and vested on February 23, 2011.

2. These shares were withheld to satisfy tax obligations in connection with the vesting of 728,333 performance-based restricted shares and 250,000 time-based restricted stock.

3. These shares were disposed of pursuant to an Agreement and Plan of Merger among the Issuer, Seawell Limited and Wellco Sub Company, a wholly-owned subsidiary of Seawell Limited, dated August 12, 2010, as amended. The Reporting Person received 1.15 shares of Seawell Limited common stock for each share of Allis-Chalmers common stock owned.

4. These options vested on February 2, 2008 and were assumed by Seawell Limited in the merger and replaced with an option to purchase 230,000 shares of Seawell Limited common shares at $3.36 per share.

5. These options vested in three equal installments beginning December 16, 2006 and were assumed by Seawell Limited in the merger and replaced with an option to purchase 95,832 shares of Seawell Limited common shares at $9.43 per share.

6. This option, which provided for vesting in five equal installments beginning March 3, 2011 was assumed by Seawell Limited in the merger and replaced with an option to purchase 383,334 shares of Seawell Limited common shares at $3.28 per share.

	Munawar H. Hidayatallah	02/25/2011
	** Signature of Reporting Person	Date
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