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 |
| |||||||||||||||
| 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 PARKER DRILLING CO /DE/ [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | ||||||
| 401K Common Stock | 03/26/2019 | D(1)(2) | 1,178.11(3) | D | (1)(2) | 0 | I | By 401(k) Plan | ||
| 401K Common Stock | 03/26/2019 | A(1)(4) | 17(3) | A | (1)(4) | 17 | I | By 401(k) Plan | ||
| Common Stock | 03/26/2019 | D(1)(2) | 31,929 | D | (1)(2) | 0 | D | |||
| Common Stock | 03/26/2019 | A(1)(4) | 462 | A | (1)(4) | 462 | D | |||
| Common Stock | 03/26/2019 | M(5) | 3,320 | A | $15.06(5) | 3,782 | 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 Units | (6) | 03/26/2019 | A(1)(7) | 43,932 | (8) | (8) | Common Stock | 43,932 | (1)(7) | 43,932 | D | ||||
| Option (Employee Right to Buy) | $23 | 03/26/2019 | A(1)(9) | 65,898 | (10) | (11) | Common Stock | 65,898 | (1)(9) | 65,898 | D | ||||
| Warrants (right to buy) | $48.85 | 03/26/2019 | A(1)(12) | 3,686 | (13) | (13) | Common Stock | 3,686 | (1)(12) | 3,686 | D | ||||
| Subcription Rights (right to buy) | $15.06 | 03/26/2019 | M(5) | 3,320 | (5) | (5) | Common Stock | 3,320 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On December 12, 2018, Parker Drilling Company (the "Issuer") and certain of its U.S. subsidiaries, (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On March 7, 2019, the Bankruptcy Court entered an order confirming the Debtors' Amended Joint Chapter 11 Plan of Reorganization, dated as of January 21, 2019 (as amended, modified or supplemented from time to time, the "Plan"), and on March 26, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. |
| 2. On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock") were cancelled and extinguished. |
| 3. Shares of Issuer common stock in the Reporting Person's 401(k) plan. |
| 4. New shares of the Issuer's common stock, $0.01 par value per share (the "New Shares") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The receipt of New Shares was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. |
| 5. In accordance with the Plan, the Reporting Person also received the right to participate in a rights offering to purchase New Shares for $15.06 per New Share (the Rights Offering) on account of the Old Common Stock held by the Reporting Person and the Reporting Person purchased New Shares in the Rights Offering. |
| 6. Each restricted stock unit ("Restricted Stock Unit") represents a contingent right to receive one New Share. |
| 7. In accordance with the Plan, the Reporting Person received an award of Restricted Stock Units. |
| 8. The Restricted Stock Units will vest as follows: (i) one-third (1/3) on the first anniversary of the Effective Date; (ii) one-third (1/3) on the second anniversary of the Effective Date; and (iii) one-third on the third anniversary of the Effective Date. The Restricted Stock Units do not expire. The vested Restricted Stock Units will settle as soon as practicable following each applicable vesting date. |
| 9. In accordance with the Plan, the Reporting Person received an award of stock options. |
| 10. The stock options will vest and become exercisable as follows: (i) one-third (1/3) on the first anniversary of the Effective Date; (ii) one-third (1/3) on the second anniversary of the Effective Date; and (iii) one-third on the third anniversary of the Effective Date. |
| 11. The stock options expire on the tenth anniversary of the Effective Date. |
| 12. In accordance with the Plan, the Reporting Person also received Warrants to purchase New Shares in exchange for Old Common Stock held by the Reporting Person on the Effective Date. |
| 13. On the Effective Date, the Issuer and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, entered into the Warrant Agreement, dated as of the Effective Date (the "Warrant Agreement") pursuant to which each warrant became exercisable for one New Share. The warrants were exercisable from the date of issuance and expire at 5:00 p.m., New York City time, on the fifth and a half anniversary of the Effective Date. |
| Remarks: |
| President, Rental Tools and Well Services |
| Jon-Al Duplantier | 03/27/2019 | |
| ** 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. | ||