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*
KAMIN PETER H

(Last) (First) (Middle)
265 FRANKLIN STREET, 16TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXTERRAN HOLDINGS INC. [ EXH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
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 08/20/2007 A 1,527 A (1) 1,527 D(2)
Common Stock 08/20/2007 A 3,210,708 A (1) 3,210,708 I See Footnote(3)
Common Stock 08/20/2007 A 560,788 A (1) 560,788 I See Footnote(4)
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
1. Name and Address of Reporting Person*
KAMIN PETER H

(Last) (First) (Middle)
265 FRANKLIN STREET, 16TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VA PARTNERS LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE
FOURTH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VA Partners III, LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ValueAct Capital Management, L.P.

(Last) (First) (Middle)
435 PACIFIC AVENUE, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ValueAct Capital Management, LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The right to receive these shares of common stock was acquired 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. Under an agreement with ValueAct Capital, Peter H. Kamin is deemed to hold the shares for the benefit of ValueAct Capital Master Fund, L.P. & ValueAct Capital Master Fund III, L.P. & indirectly for (i) VA Partners, LLC as General Partner of ValueAct Capital Master Fund, L.P. (ii) VA Partners III, LLC as General Partner of ValueAct Capital Master Fund III, L.P (iii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund,L.P. & ValueAct Capital Master Fund III, L.P. and (iv) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Exterran Holdings, Inc. & a Managing Member of VA Partners, LLC, VA Partners III, LLC & ValueAct Capital Management, LLC. Jeffrey W. Ubben & George F. Hamel are Managing Members of VA Partners, LLC, VA Partners III, LLC & ValueAct Capital Management, LLC. Mr. Kamin disclaims beneficial ownership of the reported stock except to the extent of his pecuniary interest therein.
3. Reported shares are owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners, LLC as General Partner of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a Managing Member of VA Partners, LLC and ValueAct Capital Management, L.P. Mr. Kamin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
4. Reported shares are owned directly by ValueAct Capital Master Fund III, L.P. and may be deemed to be beneficially owned by (i) VA Partners III, LLC as General Partner of ValueAct Capital Master Fund III, L.P. (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a Managing Member of VA Partners III, LLC and ValueAct Capital Management, L.P. Mr. Kamin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: VA Partners, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: ValueAct Capital Master Fund III, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: VA Partners III, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Exterran Holdings, Inc. (EXH) Date of Event Requiring Statement: August 20, 2007
/s/ Peter H. Kamin 08/22/2007
VA PARTNERS, LLC, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, LLC, its General Partner, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
VA PARTNERS III, LLC, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
VALUEACT CAPITAL MASTER FUND III, L.P., By: VA PARTNERS III, LLC, its General Partner, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel, Jr., Managing Member 08/22/2007
/s/ George F. Hamel, Jr. 08/22/2007
** 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).
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