| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2019 | 3. Issuer Name and Ticker or Trading Symbol NEXTIER OILFIELD SOLUTIONS INC. [ NEX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 30,770(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Unit | (2) | (3) | Common Stock | 32,862 | 0.0 | D | |
| Performance Shares | (4) | (4) | Common Stock | 26,291 | 0.0 | D | |
| Non-qualified Stock Option | (5) | (5) | Common Stock | 8,825 | 19.09 | D | |
| Explanation of Responses: |
| 1. Includes 4,167 shares of restricted stock scheduled to vest on February 5, 2020, and 13,482 shares of restricted stock scheduled to vest in equal amounts annually on December 13 over the next two years, subject to the grantee's continued service to the issuer through such date, as well as certain treatment upon the occurrence of certain termination events. |
| 2. At the effective time 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"), NexTier Oilfield Solutions Inc. (previously Keane Group, Inc., "NexTier") and King Merger Sub Corp., a wholly owned subsidiary of NexTier ("Merger Sub"), each outstanding C&J restricted stock unit was assumed by NexTier and converted into an award with respect to a number of shares of NexTier 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 restricted stock unit and (y) 1.6149. |
| 3. The award is subject to a three year ratable vesting starting on the first anniversary of the grant date, which was December 11, 2018, subject to the grantee's continued employment with or provision of services to the issuer or its affiliates through each vesting date, as well as certain treatment upon the occurrence of certain termination events; the restricted share units may be settled in stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors. |
| 4. At the effective time of the merger pursuant to the Merger Agreement, each outstanding performance share, other than a vested performance share, was assumed by NexTier and converted into an award with respect to a number of shares of NexTier 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 1.6149. Pursuant to the Merger Agreement, the performance shares will vest at the target level of achievement on December 11, 2021, the third anniversary of the grant date. |
| 5. At the effective time of the Merger, each outstanding option to acquire shares of C&J common stock was assumed by NexTier and converted into an option to purchase a number of shares of NexTier 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 stock option immediately prior to the Effective Time and (y) 1.6149 (the "Exchange Ratio"), at an exercise price per share of NexTier common stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such stock option divided by (B) the Exchange Ratio. These options vest in three annual installments beginning one year after the grant date of December 13, 2017. |
| Remarks: |
| Valorie Wanner, attorney in fact | 11/12/2019 | |
| ** 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 5 (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. | ||
