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
T-3 ENERGY SERVICES INC [ TTES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/10/2011 | ||||||||||||||||||||||||||
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 | 01/10/2011 | D | 4,500 | D | (1) | 0 | 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 | ||||||||
Stock Option | $42.69 | 01/10/2011 | D | 13,000 | 03/20/2009(2) | 03/20/2018 | Common Stock | 13,000 | (2) | 0 | D | ||||
Stock Option | $15.43 | 01/10/2011 | D | 3,350 | 06/04/2011(3) | 06/04/2019 | Common Stock | 3,350 | (3) | 0 | D | ||||
Stock Option | $31.21 | 01/10/2011 | D | 5,000 | 06/14/2011(4) | 06/14/2017 | Common Stock | 5,000 | (4) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 6, 2010, by and among Robbins & Myers, Inc. ("RBN"), T-3 Energy Services, Inc. ("TTES"), Triple Merger I, Inc. and Triple Merger II, Inc. (the "Merger Agreement"), in exchange for $7.95 in cash plus 0.894 shares of common stock of Robbins & Myers, Inc. for each share of TTES Common Stock on January 10, 2011. Any fractional share will be paid in cash. Shares reported in Table I Column 4 include 4,500 restricted shares. These restricted shares were exchanged for $35,775 and 4,023 shares of RBN common stock. |
2. This option, which provided for vesting in three equal installments on March 20, 2009, March 20, 2010, and March 20, 2011, was assumed by RBN pursuant to the Merger Agreement and replaced with a fully vested and exercisable option to purchase 15,496 shares of RBN common stock at $35.82 per share, on the same terms and conditions as applicable to the original TTES option. |
3. This option, which provided for vesting in installments on June 4, 2011 and June 4, 2012, was assumed by RBN pursuant to the Merger Agreement and replaced with a fully vested and exercisable option to purchase 3,994 shares of RBN common stock at $12.95 per share, on the same terms and conditions as applicable to the original TTES option. |
4. This option, which provided for vesting in three equal installments on June 14, 2011, June 14, 2012 and June 14, 2013, was assumed by RBN pursuant to the Merger Agreement and replaced with a fully vested and exercisable option to purchase 5,960 shares of RBN common stock at $26.19 per share, on the same terms and conditions as applicable to the original TTES option. |
/s/ Jason P. Clark | 01/11/2011 | |
** 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). | ||
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. |