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
Archrock, Inc. [ AROC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2020 | ||||||||||||||||||||||||||
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 | 08/20/2020 | M(1) | 2,006 | A | $0 | 151,589 | D | |||
Common Stock | 08/20/2020 | M(2) | 4,444 | A | $0 | 156,033 | D | |||
Common Stock | 08/20/2020 | F(3) | 5,151 | D | $6.92 | 150,882 | 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 Unit | (4) | 08/20/2020 | M | 2,006 | (4) | (4) | Common Stock | 2,006 | $0 | 0 | D | ||||
Restricted Stock Unit | (5) | 02/17/2020 | A | 4,444 | (5) | (5) | Common Stock | 4,444 | $0 | 4,444 | D | ||||
Restricted Stock Unit | (5) | 08/20/2020 | M | 4,444 | (5) | (5) | Common Stock | 0 | $0 | 0 | D |
Explanation of Responses: |
1. Ratable three-year vesting of restricted stock units. |
2. Cliff vesting of restricted stock units based on performance achievement. |
3. Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of shares acquired herein and in connection with the vesting of shares previously reported in Table I. |
4. Restricted stock units were subject to three-year ratable vesting and converted into shares of common stock upon vesting on a one-for-one basis. |
5. Represents an award of performance based restricted stock units, the payout of which was subject to the achievement of total shareholder return relative to the Issuer's peers over the period of January 1, 2017 to December 31, 2019. On February 17, 2020, the Compensation Committee certified that the performance achievement over the measurement period was 174% of target, and the award subsequently vested in full on August 20, 2020. The restricted stock units converted into shares of common stock on a one-for-one basis. |
/s/ Susan Thompson, Attorney-in-Fact | 08/24/2020 | |
** 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. |