| 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 C&J Energy Services, Inc. [ CJES ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/24/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 03/24/2015 | U(1) | 19,409 | D | (1) | 0 | D | |||
| Common Stock(2) | 03/24/2015 | U(3) | 20,647 | D | (3) | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option(4) | $18.89 | 03/24/2015 | U(5) | 2,488 | 06/19/2015 | 06/19/2022 | Common Stock | 2,488 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, C&J Energy Services, Inc. ("C&J"), Nabors Industries Ltd., Nabors Red Lion Limited ("Red Lion"), Nabors CJ Merger Co., and CJ Holding Co., in exchange for 1 Red Lion common share, upon the terms and subject to the conditions set forth in the Merger Agreement. |
| 2. These shares of restricted stock, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were not yet vested immediately prior to the effective time of the merger. |
| 3. Each unvested C&J restricted stock award ("C&J Restricted Stock Award") was disposed of pursuant to the Merger Agreement in exchange for an award to acquire, on the same terms and conditions (including with respect to vesting), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Restricted Stock Award immediately prior to the effective time of the merger. |
| 4. These options, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were exercisable immediately prior to the effective time of the merger in accordance with the following schedule: 1/3 of the options shall become exercisable on each of the first, second, and third anniversaries of the date of grant (06/19/12), subject to the earlier expiration of the options. |
| 5. Each outstanding C&J stock option award (a "C&J Option") was disposed of pursuant to the Merger Agreement in exchange for an option to purchase, on the same terms and conditions (including with respect to vesting and exercisability), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Option immediately prior to the effective time of the merger. |
| Remarks: |
| Senior Vice President-Corporate Operational Development |
| /s/ Danielle Foley, as attorney in fact | 03/24/2015 | |
| ** 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. | ||
