Caliel Michael J Form 4 LAYNE CHRISTENSEN / Michael J Caliel 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^*

Caliel Michael J

(Last)

(First)

(Middle)

1800 HUGHES LANDING BLVD.

SUITE 800

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAYNE CHRISTENSEN CO [ LAYN ]

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)
06/14/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/14/2018		D		48,738	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	⁽²⁾	06/14/2018		D			109,409	⁽²⁾	⁽²⁾	Common Stock	109,409	⁽²⁾	0	D
Performance Restricted Stock Units	⁽³⁾	06/14/2018		D			375,801	⁽³⁾	⁽³⁾	Common Stock	375,801	⁽³⁾	0	D
Performance Restricted Stock Units	⁽⁴⁾	06/14/2018		D			160,085	⁽⁴⁾	⁽⁴⁾	Common Stock	160,085	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	06/14/2018		D			50,286	⁽⁵⁾	⁽⁵⁾	Common Stock	50,286	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁶⁾	06/14/2018		D			71,250	⁽⁶⁾	⁽⁶⁾	Common Stock	71,250	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁷⁾	06/14/2018		D			52,203	⁽⁷⁾	⁽⁷⁾	Common Stock	52,203	⁽⁷⁾	0	D
Performance Restricted Stock Units	⁽⁸⁾	06/14/2018		D			123,988	⁽⁸⁾	⁽⁸⁾	Common Stock	123,988	⁽⁸⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 13,159.26 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.

2. This option was canceled in the merger in exchange for a cash payment of $605,896.10, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).

3. These performance restricted stock units were canceled in the merger in exchange for a cash payment of $5,861,706.42.

4. These performance restricted stock units were canceled in the merger in exchange for a cash payment of $2,496,989.82.

5. These restricted stock units, which are fully vested, were canceled in the merger in exchange for a cash payment of $784,356.00.

6. These restricted stock units were canceled in the merger in exchange for a cash payment of $1,111,350.38.

7. These restricted stock units were canceled in the merger in exchange for a cash payment of $814,257.17.

8. These performance restricted stock units were canceled in the merger in exchange for a cash payment of $1,933,952.43.

	/s/Steven F. Crooke, Attorney-in-Fact for Michael J. Caliel	06/14/2018
	** 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.
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Caliel Michael J Form 4LAYNE CHRISTENSEN / Michael J Caliel ownership change