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
HANOVER COMPRESSOR CO / [ HC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2007 | ||||||||||||||||||||||||||
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 | 08/20/2007 | D | 95,655 | D | (1) | 0 | 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 | ||||||||
Employee Stock Option (Right to Buy) | $10.38(2) | 08/20/2007 | D | 11,244 | (2) | 05/20/2014 | Common Stock | 11,244 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $11.98(2) | 08/20/2007 | D | 13,000 | (2) | 07/08/2015 | Common Stock | 13,000 | $0 | 0 | D |
Explanation of Responses: |
1. The shares of common stock were disposed pursuant to the Agreement and Plan of Merger, dated February 5, 2007, as amended, among Universal Compression Holdings, Inc. (?Universal?), Iliad Holdings, Inc. (now known as Exterran Holdings, Inc. (?Exterran?)), Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, Hector Sub, Inc., a wholly owned subsidiary of Exterran, and Hanover Compressor Company (?Hanover?) (the ?Merger Agreement?). As a result of the mergers contemplated by the Merger Agreement, Universal and Hanover became wholly owned subsidiaries of Exterran and the reporting person has the right to receive 0.325 shares of Exterran common stock for each share of Hanover common stock and the right to receive cash for any fractional share the reporting person otherwise would receive pursuant to the mergers. |
2. Pursuant to the Merger Agreement, each outstanding and unvested stock option of the reporting person granted under the Hanover equity incentive plans became fully vested and any outstanding Hanover stock option will convert to an option to acquire Exterran common stock, on the same terms and conditions as were applicable under that Hanover stock option, at an exchange rate of 0.325 to 1 (rounded to the nearest whole share) and at a price per share equal to the price per share under the Hanover option divided by 0.325 (rounded down to nearest whole cent). |
Remarks: |
Suzanne B. Kean, Attorney-in-fact | 08/20/2007 | |
** 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. |