0001601389-16-000297.txt : 20160405 0001601389-16-000297.hdr.sgml : 20160405 20160405172910 ACCESSION NUMBER: 0001601389-16-000297 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: Roll Steven W CENTRAL INDEX KEY: 0001508082 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 161555637 MAIL ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2016-04-01 1 0000941548 CAMERON INTERNATIONAL CORP CAM 0001508082 Roll Steven W 1333 WEST LOOP SOUTH SUITE 1700 HOUSTON TX 77027 0 1 0 0 Vice President Common Stock 2016-04-01 4 F 0 687.0 63.2 D 8798 D Common Stock 2016-04-01 4 D 0 3203.0 D 5595 D Common Stock 2016-04-01 4 D 0 5595.0 D 0 D Common Stock 2016-04-01 4 D 0 121.0 D 0 I by Trust Restricted Stock Units 2016-04-01 4 D 0 9549.0 D 0 D Incentive Stock Option (right to buy) 59.53 2016-04-01 4 D 0 5037.0 D 2024-01-01 Common Stock 5037 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) 57.57 2016-04-01 4 D 0 24810.0 D 2024-10-16 Common Stock 24810 0 D Non-Qualified Stock Option (right to buy) 59.53 2016-04-01 4 D 0 22063.0 D 2024-01-01 Common Stock 22063 0 D Non-Qualified Stock Option (right to buy) 65.97 2016-04-01 4 D 0 17144.0 D 2025-10-14 Common Stock 17144 0 D Performance Shares 2016-04-01 4 D 0 11128.0 D Restricted Stock Units 11128 10915 D Performance Shares 2016-04-01 4 D 0 10915.0 D Restricted Stock Units 10915 0 D Phantom Stock 2016-04-01 4 D 0 178.0 D Common Stock 178 0 D 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. 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). 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. By: Grace B Holmes For: Steven W Roll 2016-04-05