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) 04/23/2007 | ||||||||||||||||||||||||||
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 | 04/23/2007 | X(1) | 313,943(1) | A | $12.8 | 4,917,650(2) | I(3)(4)(5) | See FN(3)(4)(5) | ||
Common Stock | 04/23/2007 | S(6) | 4,879,316(6) | D | $22.74 | 38,334(7) | I(3)(4)(5) | See FN(3)(4)(5) |
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(8) | $9.45 | 04/23/2007 | J(9) | 1,667(9) | 02/18/2008 | 02/18/2015 | Common | 1,667 | (9) | 5,000(10) | I | See FN(3)(5) | |||
Stock Option(11) | $11.42 | 04/23/2007 | J(9) | 3,333(9) | 01/03/2008 | 01/03/2016 | Common | 3,333 | (9) | 3,334(12) | I | See FN(3)(5) | |||
Stock Option(13) | $21.84 | 04/23/2007 | J(9) | 5,000(9) | 01/04/2008 | 01/04/2017 | Common | 5,000 | (9) | 0 | I | See FN(3)(5) | |||
Warrant | $12.8 | 04/23/2007 | X(1) | 1(1) | 01/05/2002 | 01/05/2012 | Common | 313,943(1) | $0.00 | 0 | I(3)(4) | See FN(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On April 23, 2007, First Reserve Fund VIII, L.P. ("Fund VIII") exercised a warrant to purchase 313,943 shares of Common Stock ("Shares") of T-3 Energy Services, Inc. (the "Issuer"). |
2. Consists of 4,879,316 Shares held by Fund VIII, and 38,334 Shares underlying vested stock options issued to Ben A. Guill (18,334 Shares) and Joseph R. Edwards (20,000 Shares), in their capacity as directors of the Issuer. |
3. Each Fund Entity disclaims the sale or beneficial ownership of any such securities reported on this Form 4 except to the extent of its pecuniary interest therein. |
4. This Form 4 is filed on behalf of First Reserve Corporation ("First Reserve"), Fund VIII, and First Reserve GP VIII, L.P. ("GP VIII" and collectively with Fund VIII and First Reserve, the "Fund Entities"). GP VIII is the general partner of Fund VIII and First Reserve is the general partner of GP VIII. Each of GP VIII and First Reserve may be deemed to share beneficial ownership of the Shares beneficially owned by Fund VIII. |
5. The Fund Entities are entitled to a portion of the profits from the sale of securities held by Messrs. Edwards and Guill, and therefore the Fund Entities may be deemed to share beneficial ownership of the securities reported herein held directly by Messrs. Edwards and Guill. |
6. Fund VIII sold an aggregate of 4,879,316 Shares that were registered for resale under the Issuer's Registration Statement on Form S-3 filed on January 26, 2007 (Registration Number 333-140254), as amended and supplemented by the prospectus supplement dated April 17, 2007. |
7. Consists of Shares underlying vested stock options issued to Ben A. Guill (18,334 Shares) and Joseph R. Edwards (20,000 Shares), in their capacity as directors of the Issuer. |
8. This class of options was originally granted on February 18, 2005 to vest as follows: 33.33% of the options vested on 02/18/2006, 33.33% of the options vested on 02/18/2007, and the remaining 33.33% of the options will vest on 02/18/2008. |
9. Joseph R. Edwards resigned from the Issuer's Board of Directors effective as of April 23, 2007. As a result of his resignation, he forfeited to the Issuer on that date an aggregate of 10,000 unvested stock options. The Fund Entities may be deemed to have forfeited the unvested stock options forfeited by Mr. Edwards as a result of his resignation. |
10. Consists of 3,333 vested stock options directly held by Joseph R. Edwards and 1,667 vested stock options directly held by Ben A. Guill. |
11. This class of options was originally granted on January 3, 2006 to vest as follows: 33.33% of the options vested on 01/03/2007, 33.33% of the options will vest on 01/03/2008, and the remaining 33.33% of the options will vest on 01/03/2009. |
12. Consists of 1,667 vested stock options directly held by Joseph R. Edwards and 1,667 vested stock options directly held by Ben A. Guill. |
13. This class of options was originally granted on January 4, 2007 to vest as follows: 33.33% of the options will vest on 01/04/2008, 33.33% of the options will vest on 01/04/2009, and the remaining 33.33% of the options will vest on 01/04/2010. |
Remarks: |
1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to have been a director of the Issuer by deputization. 2) First Reserve Corporation, by Anne E. Gold, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP VIII, L.P. First Reserve GP VIII, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund VIII, L.P. |
Anne E. Gold, Secretary | 04/24/2007 | |
Anne E. Gold, In the Capacity Described in Remark 2 | 04/24/2007 | |
Anne E. Gold, In the Capacity Described in Remark 2 | 04/24/2007 | |
** 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. |