SEC Form 4
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*
FIRST RESERVE CORP

(Last) (First) (Middle)
ONE LAFAYETTE PLACE
THIRD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remark 1
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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*
FIRST RESERVE CORP

(Last) (First) (Middle)
ONE LAFAYETTE PLACE
THIRD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remark 1
1. Name and Address of Reporting Person*
FIRST RESERVE FUND VIII L P

(Last) (First) (Middle)
ONE LAFAYETTE PLACE
THIRD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remark 1
1. Name and Address of Reporting Person*
FIRST RESERVE GP VIII L P

(Last) (First) (Middle)
ONE LAFAYETTE PLACE
THIRD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remark 1
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
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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