Collector Wells International D $99.9M in debt / Debt convertible into equity, sold $99.9M, 24 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000888504

LAYNE INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

LAYNE CHRISTENSEN CO

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
LAYNE CHRISTENSEN CO
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		Suite 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634469

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bencor Corp of America-Foundation Specialist

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bencor Corp of America-Foundation Specialist
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634466

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Boyles Bros. Drilling Co

Jurisdiction of Incorporation/Organization

UTAH

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Boyles Bros. Drilling Co
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634468

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Christensen Boyles Corp

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Christensen Boyles Corp
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634465

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Collector Wells International, Inc.

Jurisdiction of Incorporation/Organization

OHIO

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Collector Wells International, Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634467

Layne Energy Dawson, LLC

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Fenix Supply, LLC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Fenix Supply, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634464

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Inliner Technologies, LLC

Jurisdiction of Incorporation/Organization

INDIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Inliner Technologies, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634479

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Reynolds Water Islamorada, LLC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2011
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Reynolds Water Islamorada, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634482

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Vibration Technology, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Vibration Technology, Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634481

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

W.L. Hailey & Company, Inc.

Jurisdiction of Incorporation/Organization

TENNESSEE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
W.L. Hailey & Company, Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634489

Reynolds Transport Co.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Layne Transport Co.

Jurisdiction of Incorporation/Organization

INDIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Layne Transport Co.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634488

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Meadors Construction Co., Inc.

Jurisdiction of Incorporation/Organization

FLORIDA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Meadors Construction Co., Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634485

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Liner Products, LLC

Jurisdiction of Incorporation/Organization

INDIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Liner Products, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634484

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Mid-Continent Drilling Co

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Mid-Continent Drilling Co
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001634495

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

International Directional Services, L.L.C.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
International Directional Services, L.L.C.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634491

Reynolds, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Layne Heavy Civil, Inc.

Jurisdiction of Incorporation/Organization

INDIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Layne Heavy Civil, Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634493

Reynolds Inliner, LLC

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Layne Inliner, LLC

Jurisdiction of Incorporation/Organization

INDIANA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Layne Inliner, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	8281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634490

Layne Energy Dawson Pipeline, LLC

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Layne International, LLC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Layne International, LLC
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001634492

Reynolds Southwest, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Layne Southwest, Inc.

Jurisdiction of Incorporation/Organization

NEW MEXICO

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Layne Southwest, Inc.
Street Address 1		Street Address 2
1800 HUGHES LANDING BLVD.		SUITE 700
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THE WOODLANDS	TEXAS	77380	281-475-2600

3. Related Persons

Last Name	First Name	Middle Name
Caliel	Michael	J.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director and Executive Officer of Layne Christensen Company and Director of all listed subsidiaries

Last Name	First Name	Middle Name
Crooke	Steven	F.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company and all listed subsidiaries

Last Name	First Name	Middle Name
Atchison	Andrew	T.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company and Director and Officer of all list subsidiaries

Last Name	First Name	Middle Name
Purlee	Larry
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company, Inliner Technology, LLC; Layne Heavy Civil, Inc.; Layne Inliner, LLC; and Liner Products, LLC

Last Name	First Name	Middle Name
Thalacker	Ron
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Maher	Kevin	P.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Archer	Les	F.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company; Layne Heavy Civil, Inc.; Layne Southwest, Inc.; Layne Transport Co.; Meadors Construction Co., Inc.; Reynolds Water Islamorada, LLC; and W.L. Hailey & Company, Inc.

Last Name	First Name	Middle Name
Chinchelli	Mauro
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company and Bencor Corporation of America-Foundation Specialist

Last Name	First Name	Middle Name
Gilmore	Robert	R.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Nesser III	John	T.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Brown	David	A.B.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of Layne Christensen Company

Last Name	First Name	Middle Name
Butler	J.	Samuel
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Obus	Nelson
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company

Last Name	First Name	Middle Name
Wartick	Kent	M.
Street Address 1	Street Address 2
1800 Hughes Landing Blvd.	Suite 700
City	State/Province/Country	ZIP/PostalCode
The Woodlands	TEXAS	77380

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Layne Christensen Company and Vibration Technology, Inc.

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2015-02-04	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Debt convertible into equity

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $2,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Jefferies LLC	2347
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Jefferies LLC	2347
Street Address 1	Street Address 2
520 Madison Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA ILLINOIS MASSACHUSETTS MINNESOTA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$99,898,000	USD	or Indefinite
Total Amount Sold	$99,898,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

24

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$3,107,960	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Plus reimbursement of certain expenses

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.

Issuer	Signature	Name of Signer	Title	Date
LAYNE CHRISTENSEN CO	/s/Andrew T. Atchison	Andrew T. Atchison	Chief Financial Officer	2015-02-18

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.