| 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 King Merger Sub II LLC [ CJ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 10/31/2019 | D | 16,896 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Shares | (2) | 10/31/2019 | D | 22,897 | (2) | (2) | Common Stock | 22,897 | (3) | 0 | D | ||||
| Restricted Share Units | (4) | 10/31/2019 | D | 21,221 | (4) | (4) | Common Stock | 21,221 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed upon the effectiveness of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), Keane Group, Inc. ("Keane") and King Merger Sub Corp., a wholly owned subsidiary of Keane ("Merger Sub") (the "Merger Agreement"), pursuant to which Merger Sub merged with and into C&J, with C&J as the surviving corporation and wholly owned subsidiary of Keane. At the effective time of the merger (the "Effective Time"), each outstanding share of C&J common stock was converted into the right to receive 1.6149 shares of Keane common stock (the "Exchange Ratio") and a cash payment in lieu of fractional shares. |
| 2. The performance shares vest on the third anniversary of the grant date, December 13, 2020 in respect of 5,920 units and December 11, 2021 in respect of 16,977 units, subject to the achievement of certain levels of total shareholder returns relative to a peer group established by the Compensation Committee of the Board of Directors of C&J. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share, other than a vested performance share, was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the Exchange Ratio. Each vested performance share was deemed to have been settled with shares of C&J common stock and the reporting person received a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock deemed to have been received in respect of the vested performance shares and (y) the Exchange Ratio, and a cash payment in lieu of fractional shares. |
| 4. Exercisable in three annual installments beginning one year after the grant date of December 11, 2018. The units settle in C&J common stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors of C&J. |
| 5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding unvested unit was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such unit and (y) the Exchange Ratio. |
| Remarks: |
| Valorie Wanner, attorney in fact | 11/04/2019 | |
| ** 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. | ||
