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
BASIC ENERGY SERVICES INC [ BAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2018 | ||||||||||||||||||||||||||
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 | 02/08/2018 | S(1) | 300 | D | $16.9533(2) | 27,820 | D | |||
Common Stock | 02/08/2018 | M | 29,679 | A | $0(3) | 57,499 | D | |||
Common Stock | 02/08/2018 | F(4) | 7,347 | D | $17.31 | 50,152 | 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 | ||||||||
Restricted Stock Units | (3) | 02/08/2018 | A | 89,036 | (5) | (5) | Common Stock | 89,036 | $0 | 118,714 | D | ||||
Restricted Stock Units | (3) | 02/08/2018 | M | 29,679 | (5) | (5) | Common Stock | 29,679 | $0 | 89,035 | D | ||||
Stock Option (right to buy) | $41.93 | 02/08/2018 | A | 35,614 | (6) | 02/22/2027 | Common Stock | 35,614 | $0 | $35,614 | D | ||||
Restricted Stock Units | (3) | 02/08/2018 | A | 15,962 | (7) | (7) | Common Stock | 15,962 | $0 | 104,997 | D |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan entered into by the reporting person on August 17, 2017. |
2. Reflects the weighted average sales price for the common stock. These shares were sold in multiple transactions at prices ranging from $16.7100 to $17.3800, inclusive. The reporting person will provide upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
3. Restricted stock units convert into common stock on a one-for-one basis. |
4. In connection with the vesting of Restricted Stock Units, the Issuer withheld vested shares of common stock and agreed to satisfy the Reporting Person's tax withholding obligations in lieu of cash. The number of vested shares withheld was based on the closing price of the Issuer's common stock on February 8, 2018. Such shares were acquired as treasury stock by the Issuer. |
5. Represents earning of performance-based Restricted Stock Units that were initially granted on February 22, 2017. Performance for the award was measured based on the Issuer's relative total stockholder return (TSR) compared to the TSR of a selected peer group of energy services companies. The Restricted Stock Units vest in three equal annual installments beginning on February 8, 2018. |
6. The Stock Options vest in three equal annual installments beginning on February 8, 2018. Represents earning of performance-based Stock Options that were initially granted on February 22, 2017. Performance for the award was measured based on the Issuer's relative total stockholder return (TSR) compared to the TSR of a selected peer group of energy services companies. |
7. The Restricted Stock Units vest in three equal annual installments beginning on February 8, 2019. |
Remarks: |
/s/ John Cody Bissett, Attorney-in-Fact | 02/08/2018 | |
** 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. |