0001209191-23-048525.txt : 20230906 0001209191-23-048525.hdr.sgml : 20230906 20230906181649 ACCESSION NUMBER: 0001209191-23-048525 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230901 FILED AS OF DATE: 20230906 DATE AS OF CHANGE: 20230906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEWART JAMES CARL CENTRAL INDEX KEY: 0001702981 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39270 FILM NUMBER: 231240524 MAIL ADDRESS: STREET 1: 1800 POST OAK BLVD., SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON UTI ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10713 WEST SAM HOUSTON PARKWAY NORTH STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77064 BUSINESS PHONE: 2817657100 MAIL ADDRESS: STREET 1: 10713 WEST SAM HOUSTON PARKWAY NORTH STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77064 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON ENERGY INC DATE OF NAME CHANGE: 19940228 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-01 0 0000889900 PATTERSON UTI ENERGY INC PTEN 0001702981 STEWART JAMES CARL 10713 W SAM HOUSTON PKWY N SUITE 800 HOUSTON TX 77064 1 0 0 0 0 Common Stock, $.01 par value per share 2023-09-01 4 A 0 1435989 A 1435989 D Stock Option (Right to Buy) 20.79 2023-09-01 4 A 0 134682 A 2023-09-01 2024-03-01 Common Stock, $.01 par value per share 134682 134682 D Stock Option (Right to Buy) 18.85 2023-09-01 4 A 0 23092 A 2023-09-01 2024-03-01 Common Stock, $.01 par value per share 23092 23092 D This Form 4 reports securities acquired in connection with the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc. (the "Issuer"), certain subsidiaries of the Issuer, and NexTier Oilfield Solutions Inc. ("NexTier"). On September 1, 2023, as a result of the Mergers contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock of NexTier was converted automatically into the right to receive 0.7520 (the "Exchange Ratio") shares of common stock of the Issuer, with cash paid in lieu of the issuance of any fractional shares of the Issuer's common stock. The shares of the Issuer's common stock reported above were acquired by the Reporting Person in respect of the shares of common stock of NexTier owned by the Reporting Person immediately prior to the Effective Time. On the trading day immediately prior to the Effective Time, the closing price of the Issuer's common stock was $14.14 per share and the closing price of NexTier's common stock was $10.61 per share. These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $15.63 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $14.17 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. By Forrest Robinson pursuant to a limited power of attorney filed with the SEC on 09/06/2023 /s/Forrest Robinson 2023-09-06