Expro (XPRO) Form 4 Change in insider ownership

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^*

OAK HILL ADVISORS LP

(Last) (First) (Middle)

1 VANDERBILT AVE

16TH FLOOR

(Street)

NEW YORK NY 10017

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

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, (euro)0.06 nominal value per share	06/01/2023		A		8,056(1)	A	(1)	30,441(1)	I	See footnotes(3)(4)
Common Stock, (euro)0.06 nominal value per share	06/01/2023		A		8,056(2)	A	(2)	30,441(2)	I	See footnotes(3)(4)
Common Stock, (euro)0.06 nominal value per share								19,895,891	I	See footnotes(4)(5)

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

Explanation of Responses:

1. Consists of a grant of 8,056 restricted stock units under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the "Expro Long-Term Incentive Plan"). The grant was awarded to Mr. Eitan Arbeter ("Mr. Arbeter"), an employee of Oak Hill Advisors, L.P. ("OHA", or the "Reporting Person") and a member of the board of directors of the Issuer, as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of Common Stock (euro)0.06 nominal value per share ("Common Stock") of the Issuer. These restricted stock units will vest on June 1, 2024. Mr. Arbeter has reported or will report this grant on his own Form 4 as well.

2. Consists of a grant of 8,056 restricted stock units under the Expro Long-Term Incentive Plan. The grant was awarded to Mr. Alan Schrager ("Mr. Schrager"), an employee of OHA and a member of the board of directors of the Issuer, as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of Common Stock of the Issuer. These restricted stock units will vest on June 1, 2024. Mr. Schrager has reported or will report this grant on his own Form 4 as well.

3. Pursuant to the policies of OHA, the restricted stock units received by Mr. Arbeter and Mr. Schrager are held for the benefit of certain OHA clients.

4. OHA acts (directly or through an affiliate) as investment adviser to certain funds and client accounts (together, the "Oak Hill Advisory Entities"), with respect to the shares of Common Stock directly held by the Oak Hill Advisory Entities. OHA is a subsidiary business of T. Rowe Price Associates, Inc. ("TRP"). OHA's beneficial ownership does not include any shares that may be beneficially owned by TRP. OHA disclaims beneficial ownership of the shares of Common Stock held by the Oak Hill Advisory Entities beyond its respective pecuniary interest therein, if any, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.

5. Reflects securities held by the Oak Hill Advisory Entities.

	/s/ Oak Hill Advisors, L.P., By: /s/ Gregory S. Rubin, Authorized Signatory	06/01/2023
	** 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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