Mosing D. Keith Form 4 EXPRO / D. Keith Mosing 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^*

Mosing D. Keith

(Last) (First) (Middle)

C/O EXPRO GROUP HOLDINGS N.V.

1311 BROADFIELD BLVD., SUITE 400

(Street)

HOUSTON TX 77084

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021

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, nominal value Euro0.06	10/01/2021		M		6,410(1)	A	(2)	741,069(3)	D
Common Stock, nominal value Euro0.06(4)	10/01/2021		A		8,522	A	$0.00	749,591	D
Common Stock, nominal value Euro0.06								7,064(5)	I	Held by Spouse
Common Stock, nominal value Euro0.06								96,992(5)	I	Held by Child
Common Stock, nominal value Euro0.06								96,992(5)	I	Held by Child
Common Stock, nominal value Euro0.06								520,208	I	See footnote(6)
Common Stock, nominal value Euro0.06								183,410	I	See footnote(7)

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 Unit	(2)	10/01/2021		M			6,410	(8)	(8)	Common Stock	6,410	$0.00	0	D

Explanation of Responses:

1. Reflects the number of shares of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock") received in connection with the vesting of restricted stock units ("RSUs"), as adjusted to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.

2. RSUs convert into Common Stock on a one-for-one basis as annual compensation to the non-employee members of the prior Board of Supervisory Directors.

3. The number of shares of Common Stock beneficially owned includes 37,331 shares of Common Stock previously reported as directly owned by the By-Pass Corporate Stock Trust u/l/w Janice P. Mosing f/b/o Donald Keith Mosing (the "By-Pass Trust), of which the reporting person is the trustee, as updated to give effect to the 1 for 6 reverse stock split of the Issuer. On January 1, 2020, the By-Pass Trust was terminated and these shares were transferred to the reporting person.

4. Represents 8,522 RSUs granted under the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated as annual compensation to the non-employee members of the Board of Directors of the Issuer. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The RSUs vest on May 1, 2022.

5. The reporting person's indirect holdings have been updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021.

6. The 520,208 shares reported are owned directly by the Donald Keith Mosing Family Partnership Ltd ("DKMFPL"), as updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021. DKMFPL is controlled by the reporting person, in his capacity as its general partner and trustee of its other general partner, Donald Keith Mosing Revocable Trust.

7. The 183,410 shares reported are owned directly by the 2015 Mosing Family Delaware Trust f/b/o Keith Mosing, of which the reporting person is the investment advisor, as updated to give effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021. The reporting person disclaims beneficial ownership of the Common Stock owned by the trust, except to the extent of his pecuniary interest therein.

8. On July 1, 2021, the reporting person was granted 38,462 RSUs, which were adjusted to give effect to the 1 for 6 reverse stock split of the Issuer and vested in full on October 1, 2021 (accelerated vesting due to the closing of the merger between the Issuer (formerly Frank's International N.V.) and Expro Group Holdings International Ltd.).

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Josh Hancock, as Attorney-in-Fact	10/05/2021
	** 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).
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