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^*

Sauers Bruce

(Last)

(First)

(Middle)

5075 WESTHEIMER, #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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V. Pres. & Chief Acct. Officer

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		F		5,263⁽¹⁾	D	⁽¹⁾	47,188	D
Common Stock	02/23/2011		D		47,188⁽²⁾	D	⁽²⁾	0	D

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)	$10.85	02/23/2011		D			8,333	⁽³⁾	12/16/2015	Common Stock	8,333	⁽³⁾	0	D
Employee Stock Option (right to buy)	$1.23	02/23/2011		D			7,500	⁽⁴⁾	03/05/2019	Common Stock	7,500	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$3.77	02/23/2011		D			22,000	⁽⁵⁾	03/03/2020	Common Stock	22,000	⁽⁵⁾	0	D

Explanation of Responses:

1. These shares were withheld to satisfy tax obligations in connection with the vesting of 19,900 shares of restricted stock.

2. 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.

3. These options vested on December 16, 2008 and were assumed by Seawell Limited in the merger and replaced with an option to purchase 9,582 shares of Seawell Limited common shares at $9.43 per share.

4. This option, which provided for the vesting of 20% on March 5, 2010, 20% on March 5, 2011, and 60% on March 5, 2012 was assumed by Seawell Limited in the merger and replaced with an option to purchase 8,625 shares of Seawell Limited common shares at $1.07 per share.

5. This option, which provided vesting in five equal installments beginning March 3, 2011, was assumed by Seawell Limited in the merger and replaced with an option to purchase 25,300 shares of Seawell Limited common shares at $3.28 per share.

	/s/ Theodore F. Pound III through POA	02/25/2011
	** 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).
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