| 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
EXPRO GROUP HOLDINGS N.V. [ XPRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/18/2023 | ||||||||||||||||||||||||||
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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, (euro) 0.06 nominal value per share | 01/18/2023 | S(1) | 9,200,000 | D | $16.5 | 19,895,891 | I | See footnotes(2)(3) | ||
| Common Stock, (euro) 0.06 nominal value per share | 22,385 | I | See footnotes(2)(4) | |||||||
| Common Stock, (euro) 0.06 nominal value per share | 22,385 | I | See footnotes(2)(5) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. On January 18, 2023, the Oak Hill Advisory Entities (as defined below) and/or their subsidiary affiliates sold 9,200,000 shares of Common Stock in connection with an underwritten public offering of Common Stock by the Issuer (the "Secondary Offering"), which includes 1,200,000 shares of Common Stock sold pursuant to the underwriters' exercise in full of their option to purchase additional shares of Common Stock in connection with the Secondary Offering. |
| 2. Oak Hill Advisors, L.P. ("OHA", or the "Reporting Person") acts (directly or through an affiliate) as investment adviser to certain funds and client accounts (together, the "Oak Hill Advisory Entities"), with respect to the shares of Common Stock (euro) 0.06 nominal value per share ("Common Stock") directly held by the Oak Hill Advisory Entities. OHA is a subsidiary business of T. Rowe Price Associates, Inc. ("TRP"). OHA's beneficial ownership does not include any shares that may be beneficially owned by TRP. OHA disclaims beneficial ownership of the shares of Common Stock held by the Oak Hill Advisory Entities beyond its respective pecuniary interest therein, if any, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended. |
| 3. Reflects securities held by the Oak Hill Advisory Entities. |
| 4. Pursuant to the policies of OHA, the restricted stock units received by Mr. Eitan Arbeter, an employee of OHA and member of the board of directors of the Issuer, are held for the benefit of certain OHA clients. |
| 5. Pursuant to the policies of OHA, the restricted stock units received by Mr. Alan Schrager, an employee of OHA and member of the board of directors of the Issuer, are held for the benefit of certain OHA clients. |
| /s/ Oak Hill Advisors, L.P., By: /s/ Gregory S. Rubin, Authorized Signatory | 01/20/2023 | |
| ** 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. | ||
