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 PIONEER ENERGY SERVICES CORP [ PES ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/24/2019 | ||||||||||||||||||||||||||
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 | 01/25/2019 | M | 88,509 | A | (2) | 1,158,161 | D | |||
Common Stock | 01/25/2019 | F | 23,909 | D | $1.43 | 1,134,252 | D | |||
Common Stock | 25,000(1) | I | By 2010 Trust | |||||||
Common Stock | 180,334 | I | By Locke Children's Trust |
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) | 01/24/2019 | A | 248,961 | (3) | (3) | Common Stock | 248,961 | $0 | 248,961 | D | ||||
Phantom Stock(5) | (6) | 01/24/2019 | A | 248,961 | (7) | (7) | Common Stock | 248,961 | $0 | 248,961 | D | ||||
Restricted Stock Units | (2) | 01/25/2019 | M | 88,509 | (4) | (4) | Common Stock | 177,019 | $0 | 177,019 | D |
Explanation of Responses: |
1. The reporting person is the sole trustee and primary beneficiary of the Wm Stacy Locke Trust of 2010 (the "2010 Trust") |
2. Restricted Stock Units convert into common stock on a one-for-one basis. |
3. The Restricted stock units vest in three equal annual installments on January 24, 2020, January 24, 2021, and January 24,2022. |
4. On January 25, 2018, the reporting person was granted 265,528 restricted stock units vesting in three annual installments. 88,509 units vested on January 25, 2019, 88,509 units vest on January 25, 2020, and 88,510 units vest on January 25, 2021. |
5. Phantom Stock Units ("PSUs") are payable in cash or shares of common stock of Pioneer Energy Services Corp. (the "Company"). The PSUs were awarded pursuant to the Company's Amended and Restated 2007 Incentive Plan. |
6. Each PSU is the economic equivalent of one share of the Company's common stock. Each PSU, when converted to cash or stock, will be equivalent to the average closing price of the Company's common stock for the last 14 consecutive trading days in the month of December immediately prior to the respective vesting date; provided that the maximum vesting date value is $4.62. |
7. ) The PSUs vest in three equal annual installments on January 24, 2020, 2021 and 2022. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
Kurt Forkheim, Attorney-in-fact for Wm. Stacy Locke | 01/28/2019 | |
** 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. |