Michael C Kearney Form 4 EXPRO / MICHAEL C KEARNEY ownership change

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^*

KEARNEY MICHAEL C

(Last) (First) (Middle)

C/O EXPRO GROUP HOLDINGS N.V.

1311 BROADFIELD BLVD., SUITE 400

(Street)

HOUSTON TX 77084

(City) (State) (Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, nominal value Euro0.06	04/04/2022		M		333,668	A	(1)	440,750	D
Common stock, nominal value Euro0.06	04/04/2022		F		131,301(2)	D	$18.35	309,449(3)	D

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
Restricted Stock Unit	(1)	04/04/2022		M			333,668(4)	04/02/2022	04/02/2022	Common Stock	333,668	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock").

2. In connection with the settlement of RSUs pursuant to the Expro Group Holdings N.V. 2013 Long-Term Incentive Plan, As Amended and Restated (the "LTIP"), the Issuer withheld vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on April 1, 2022. The withholding of vested shares pursuant to these awards was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.

3. Includes 8,522 RSUs granted under the LTIP. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The RSUs vest on May 1, 2022.

4. Represents 138,043 RSUs that previously vested on on October 1, 2021 and 195,625 RSUs that previously vested on October 22, 2021, in each case, for which settlement was deferred in accordance with the requirements imposed by Section 409A of the Internal Revenue Code of 1986, as amended, until April 2, 2022. Settlement of the RSUs occurred on the first business day following April 2, 2022.

Remarks:

	/s/ Josh Hancock, as Attorney-in-Fact	04/05/2022
	** 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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