-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L7gn+n5sp3AcNVadvP6IJYT7nOWJ81IH+95tD8YjStsQBmkabzTeeCpBfkU9Y74c 9t3VDY0nj8E9Em0fzVwr1Q== 0001181431-05-016997.txt : 20050315 0001181431-05-016997.hdr.sgml : 20050315 20050315200626 ACCESSION NUMBER: 0001181431-05-016997 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050311 FILED AS OF DATE: 20050315 DATE AS OF CHANGE: 20050315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAULETTA JOHN F CENTRAL INDEX KEY: 0001248186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12317 FILM NUMBER: 05683193 BUSINESS ADDRESS: STREET 1: VARCO INTERNATIONAL INC STE 2000 STREET 2: W SAM HOUSTON PKY SOUTH STE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 281-953-2221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL OILWELL VARCO INC CENTRAL INDEX KEY: 0001021860 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760475815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10000 RICHMOND AVENUE STREET 2: 4TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042-4200 BUSINESS PHONE: 7133467500 MAIL ADDRESS: STREET 1: 10000 RICHMOND AVENUE STREET 2: 4TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042-4200 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL OILWELL INC DATE OF NAME CHANGE: 19960829 4 1 rrd71611.xml FORM 4 LAULETTA - NOV X0202 4 2005-03-11 0 0001021860 NATIONAL OILWELL VARCO INC NOV 0001248186 LAULETTA JOHN F 2000 WEST SAM HOUSTON PARKWAY SOUTH SUITE 1700 HOUSTON TX 77042 1 1 0 0 Chairman Common Stock 2005-03-11 4 A 0 55890 A 55890 D Stock Option (right to buy) 16.75 2005-03-11 4 A 0 41068 A 2005-03-11 2007-01-29 Common Stock 41068 41068 D Stock Option (right to buy) 24.14 2005-03-11 4 A 0 36529 A 2005-03-11 2008-01-28 Common Stock 36529 36529 D Stock Option (right to buy) 24.89 2005-03-11 4 A 0 66602 A 2005-03-11 2011-01-31 Common Stock 66602 66602 D Stock Option (right to buy) 16.75 2005-03-11 4 A 0 104872 A 2005-03-11 2012-01-30 Common Stock 104872 104872 D Stock Option (right to buy) 20.07 2005-03-11 4 A 0 145850 A 2005-03-11 2013-01-29 Common Stock 145850 145850 D Stock Option (right to buy) 26.17 2005-03-11 4 A 0 111813 A 2005-03-11 2014-01-28 Common Stock 111813 111813 D Stock Option (right to buy) 36.34 2005-03-11 4 A 0 110977 A 2006-01-26 2015-01-26 Common Stock 110977 110977 D Phantom Stock 2005-03-11 4 A 0 289 A Common Stock 289 289 D Received in exchange for 66,831 shares of Varco International, Inc. ("Varco") in connection with the merger of Varco with and into the Issuer (the "Merger") based on the Merger Exchange Ratio. At the Effective Time of the Merger, the closing price of Varco's common stock was $40.60 per share and the closing price of the Issuer's common stock was $48.85 per share. Received in the Merger in exchange for options to acquire 49,107 shares of Varco common stock for $14.00 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 43,680 shares of Varco common stock for $20.1875 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 79,639 shares of Varco common stock for $20.8125 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 125,400 shares of Varco common stock for $14.00 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 174,400 shares of Varco common stock for $16.78 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 133,700 shares of Varco common stock for $21.88 per share based on the Merger Exchange Ratio. Received in the Merger in exchange for options to acquire 132,700 shares of Varco common stock for $30.39 per share based on the Merger Exchange Ratio. Options vest in three (3) equal annual installments commencing on the date indicated. The Phantom Stock is payable in cash or common stock following termination of the reporting person's employment with the Issuer; subject to earlier withdrawal or transfer in accordance with the terms of the Issuer's Deferred Compensation Plan. Received in the Merger in exchange for phantom stock to acquire 346 shares of Varco common stock based on the Merger Exchange Ratio Converts on a 1-for-1 basis. John F. Lauletta 2005-03-15 -----END PRIVACY-ENHANCED MESSAGE-----