Eddie V Picard Form 4/A KEY ENERGY SERVICES / EDDIE V PICARD 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^*

PICARD EDDIE V

(Last) (First) (Middle)

1301 MCKINNEY STREET

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President & Controller

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/03/2018

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(1)	12/31/2017	01/03/2018	A		8,886	A	$0.00	14,404	D
Common Stock(2)	12/31/2017	01/03/2018	A		1,481	A	$0.00	15,885	D
Common Stock	12/31/2017	01/03/2018	F		406	D	$11.82	15,479(3)	D
Common Stock	12/31/2017	01/03/2018	D		4,443	D	$0.00(4)	11,036(5)	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 Options (Right to buy)	$47.99	12/31/2017	01/03/2018	A		741		12/20/2016	12/20/2026	Common Stock	741	$0.00	3,703(6)	D
Stock Options (Right to buy)	$19.35	12/31/2017	01/03/2018	A		741		12/15/2016	12/15/2026	Common Stock	741	$0.00	3,703(6)	D
Stock Options (Right to buy)	$19.35	12/31/2017	01/03/2018	D			2,221(7)	12/15/2016	12/15/2026	Common Stock	2,221	(8)	1,482	D
Stock Options (Right to buy)	$47.99	12/31/2018	01/03/2018	D			2,221(7)	12/20/2016	12/20/2026	Common Stock	2,221	(8)	1,482	D

Explanation of Responses:

1. Each share of Common Stock represents an award of restricted stock units that shall be settled upon vesting in one share of the Company's Common Stock upon the vesting of the underlying award.

2. Each share of Common Stock represents the settlement of a performance share unit award that became vested on 12/31/2017.

3. Includes 13,329 unvested restricted stock units granted under the 2016 Plan.

4. The units were cancelled by mutual agreement of the reporting person and the Company. The reporting person received a grant of restricted stock units and performance share units as consideration for the cancellation.

5. The number of shares of Common Stock beneficially owned includes 8,886 unvested shares of restricted stock units granted under the 2016 Plan.

6. The reporting person was granted an option to purchase 2,962 shares of Common Stock. This tranche of the option was scheduled to vest based on the Company's satisfaction of certain performance criteria for the fiscal year 2017. The performance criteria for 2017 were met, resulting in vesting of this tranche of the option.

7. The original filing misstated the amount forfeited.

8. The option was cancelled by mutual agreement of the reporting person and the Company. The reporting person received a grant of restricted stock units and performance share units as consideration for the cancellation.

Remarks:

	By: Katherine I. Hargis, Attorney-in-Fact for Eddie Picard	01/08/2018
	** 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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