0001601389-16-000291.txt : 20160405
0001601389-16-000291.hdr.sgml : 20160405
20160405163415
ACCESSION NUMBER: 0001601389-16-000291
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160401
FILED AS OF DATE: 20160405
DATE AS OF CHANGE: 20160405
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAMERON INTERNATIONAL CORP
CENTRAL INDEX KEY: 0000941548
STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533]
IRS NUMBER: 760451843
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1333 WEST LOOP SOUTH
STREET 2: STE 1700
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 7135133322
MAIL ADDRESS:
STREET 1: 1333 WEST LOOP SOUTH
STREET 2: STE 1700
CITY: HOUSTON
STATE: TX
ZIP: 77027
FORMER COMPANY:
FORMER CONFORMED NAME: COOPER CAMERON CORP
DATE OF NAME CHANGE: 19950315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEMMER WILLIAM C
CENTRAL INDEX KEY: 0001207000
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13884
FILM NUMBER: 161554955
MAIL ADDRESS:
STREET 1: C/O CAMERON INT'L CORPORATION
STREET 2: 1333 WEST LOOP S. #1700
CITY: HOUSTON
STATE: TX
ZIP: 77027
4
1
edgardoc.xml
PRIMARY DOCUMENT
X0306
4
2016-04-01
1
0000941548
CAMERON INTERNATIONAL CORP
CAM
0001207000
LEMMER WILLIAM C
1333 WEST LOOP SOUTH
SUITE 1700
HOUSTON
TX
77027
0
1
0
0
Sr Vice Pres & General Counsel
Common Stock
2016-04-01
4
D
0
79400.0
D
7507
D
Common Stock
2016-04-01
4
D
0
5831.0
D
1676
D
Common Stock
2016-04-01
4
F
0
1676.0
63.2
D
0
D
Common Stock
2016-04-01
4
D
0
200.0
D
0
I
by Daughter
Common Stock
2016-04-01
4
D
0
2285.0
D
0
I
by Trust
Restricted Stock Units
2016-04-01
4
D
0
18728.0
D
0
D
Incentive Stock Option (right to buy)
39.24
2016-04-01
4
D
0
2548.0
D
2012-11-06
2016-11-06
Common Stock
2548
0
D
Incentive Stock Option (right to buy)
42.81
2016-04-01
4
D
0
2335.0
D
2020-10-20
Common Stock
2335
0
D
Incentive Stock Option (right to buy)
51.24
2016-04-01
4
D
0
3252.0
D
2021-11-16
Common Stock
3252
0
D
Incentive Stock Option (right to buy)
56.05
2016-04-01
4
D
0
1784.0
D
2015-10-18
2022-10-18
Common Stock
1784
0
D
Incentive Stock Option (right to buy)
57.57
2016-04-01
4
D
0
1737.0
D
2017-10-16
2024-10-16
Common Stock
1737
0
D
Incentive Stock Option (right to buy)
64.97
2016-04-01
4
D
0
1539.0
D
2016-10-17
2023-10-17
Common Stock
1539
0
D
Incentive Stock Option (right to buy)
65.97
2016-04-01
4
D
0
1515.0
D
2018-10-14
2025-10-14
Common Stock
1515
0
D
Non-Qualified Stock Option (right to buy)
42.81
2016-04-01
4
D
0
62565.0
D
2011-10-20
2017-10-20
Common Stock
62565
0
D
Non-Qualified Stock Option (right to buy)
51.24
2016-04-01
4
D
0
46506.0
D
2021-11-16
Common Stock
46506
0
D
Non-Qualified Stock Option (right to buy)
56.05
2016-04-01
4
D
0
41583.0
D
2022-10-18
Common Stock
41583
0
D
Non-Qualified Stock Option (right to buy)
57.57
2016-04-01
4
D
0
46919.0
D
2024-10-16
Common Stock
46919
0
D
Non-Qualified Stock Option (right to buy)
64.97
2016-04-01
4
D
0
40462.0
D
2023-10-17
Common Stock
40462
0
D
Non-Qualified Stock Option (right to buy)
65.97
2016-04-01
4
D
0
35077.0
D
2025-10-14
Common Stock
35077
0
D
Performance Shares
2016-04-01
4
D
0
22640.0
D
Restricted Stock Units
22640
26482
D
Performance Shares
2016-04-01
4
D
0
26482.0
D
Restricted Stock Units
26482
0
D
Phantom Stock
2016-04-01
4
D
0
1690.0
D
Common Stock
1690
0.345
D
On April 1, 2016, Schlumberger N.V. (Schlumberger Limited), a company organized under the laws of Curacao ("Schlumberger"), acquired the issuer pursuant to that certain merger agreement between issuer, Schlumberger Holdings Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Schlumberger ("Schlumberger US"), Rain Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Schlumberger US ("Merger Sub") and Schlumberger, the indirect parent of Schlumberger US, dated as of August 26, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Schlumberger. The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on November 17, 2016.
At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $14.44 in cash, without interest, and 0.716 shares of Schlumberger common stock (the per-share merger consideration).
These shares were withheld for the payment of taxes relating to a release of restricted stock units prior to April 1, 2016, and the transaction is voluntarily reported on this Form 4, rather than Form 5. Other transactions have been reported on Form 4s between January 1, 2016 and this form date of April 1, 2016 that changed the beginning number of securities owned on April 1, 2016.
At the effective time of the Merger, unvested restricted stock units (RSUs) with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into an RSU with respect to Schlumberger common stock on substantially the same terms.
At the effective time of the Merger, outstanding stock options representing the right to acquire common stock of the issuer were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into the right to acquire common stock of Schlumberger on substantially the same terms.
These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2014 to be earned during three performance years ending December 31, 2014, December 31, 2015, and December 31, 2016, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2015 to be earned during three performance years ending December 31, 2015, December 31, 2016, and December 31, 2017, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
Each share of phantom stock is the equivalent of one share of the issuer's common stock. At the effective time of the Merger, each such share of phantom stock was converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit, into Schlumberger common stock.
Balance is zero but due to system rounding issues a balance is still shown in this column.
By: Grace B Holmes For: William C Lemmer
2016-04-05