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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BASIC ENERGY SERVICES, INC. [ BAS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/20/2019 | ||||||||||||||||||||||||||
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 | 09/20/2019 | D(1) | 115,905 | D | $0 | 350,977 | 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 | ||||||||
Restricted Stock Units | (2) | 09/20/2019 | D(2) | 29,743 | (2) | (2) | Common Stock | 29,743 | $0 | 0 | D | ||||
Time-Based Phantom Shares | (3) | 09/20/2019 | D(3) | 115,905 | (3) | (3) | Common Stock | 115,905 | $0 | 0 | D | ||||
Stock Option (right to buy) | $41.93 | 09/20/2019 | D(4) | 33,523 | (4) | 02/22/2027 | Common Stock | 33,523 | $0 | 66,845 | D |
Explanation of Responses: |
1. Represents the forfeiture of 115,905 shares of time vesting restricted stock granted under the Basic Energy Services, Inc. 2019 Long Term Incentive Plan, (the "LTIP"), which were set to vest in one-third increments on May 15, 2020, 2021 and 2022. The shares were forfeited in connection with the Reporting Person's Separation and Release Agreement with the Company, dated as of September 13, 2019 (as amended on October 25, 2019, the "Separation Agreement"). |
2. Represents the forfeiture of restricted stock units of the Company, which convert into common stock on a one-for-one basis and were set to vest in two equal annual installments, on March 15, 2020 and 2021. The restricted stock units were forfeited in connection with the Separation Agreement. |
3. Represents the forfeiture of cash-settled time-based phantom shares granted under the LTIP, which were set to vest in one-third increments on May 15, 2020, 2021 and 2022. Each cash-settled time-based phantom share is the economic equivalent of one share of Company common stock, subject to a maximum settlement amount of $9.00 per phantom share. The cash-settled time-based phantom shares were forfeited in connection with the Separation Agreement. |
4. Represents the forfeiture of stock options, which were set to vest on February 8, 2020. The stock options were forfeited in connection with the Separation Agreement. |
Remarks: |
/s/ David S. Schorlemer, Attorney-in-Fact | 11/26/2019 | |
** 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. |