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
EXTERRAN HOLDINGS INC. [ EXH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2014 | ||||||||||||||||||||||||||
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 | 03/04/2014 | A(1) | 3,825 | A | $0 | 24,997 | D | |||
Common Stock | 03/04/2014 | F(2) | 2,157 | D | $41.18 | 22,840 | D | |||
Common Stock | 03/04/2014 | M(3) | 9,813 | A | $22.75 | 32,653 | D | |||
Common Stock | 03/04/2014 | M(4) | 13,698 | A | $16.14 | 46,351 | D | |||
Common Stock | 03/04/2014 | S | 23,511 | D | $40.84(6) | 22,840 | D | |||
Common Stock | 03/06/2014 | S(5) | 1,183 | D | $40.73 | 21,657 | D | |||
Common Stock | 03/06/2014 | S | 6,989 | D | $40.67(7) | 14,688 | 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 (Right to Buy) | $22.75 | 03/04/2014 | M | 9,813 | (3) | 02/28/2017 | Common Stock | 9,813 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $16.14 | 03/04/2014 | M | 13,698 | (4) | 03/04/2016 | Common Stock | 13,698 | $0 | 0 | D |
Explanation of Responses: |
1. This award represents a grant of restricted stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant and on each successive anniversary of the initial date of grant. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability. |
2. Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of restricted shares. |
3. This is in respect to options granted under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, as amended, which vested over a three year period and were fully vested as of March 4, 2013. |
4. This is in respect to options granted under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan, as amended, which vested over a three year period and were fully vested as of March 4, 2012. |
5. These transactions were executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2012. |
6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.36 to $41.35, inclusive. |
7. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.55 to $40.78, inclusive. |
Remarks: |
Susan Miller, Attorney-in-fact | 03/06/2014 | |
** 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. |