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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 4.85 | 02/23/2011 | D | 25,000 | (3) | 11/14/2014 | Common Stock | 25,000 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 10.85 | 02/23/2011 | D | 45,000 | (4) | 12/16/2015 | Common Stock | 45,000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 1.23 | 02/23/2011 | D | 35,000 | (5) | 03/05/2019 | Common Stock | 35,000 | (5) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 3.77 | 02/23/2011 | D | 86,667 | (6) | 03/03/2020 | Common Stock | 86,667 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PEREZ VICTOR M 5075 WESTHEIMER, SUITE 890 HOUSTON, TX 77056 |
Chief Financial Officer |
/s/ Theodore F. Pound III through POA | 02/25/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were withheld to satisfy tax obligations in connection with the vesting of 50,000 shares of restricted stock. |
(2) | These shares were disposed of pursuant to an Agreement and Plan of Merger among the Issuer, Seawell Limited and Wellco Sub Company, a wholly-owned subsidiary of Seawell Limited, dated August 12, 2010, as amended. The Reporting Person received 1.15 shares of Seawell Limited common stock for each share of Allis-Chalmers common stock owned. |
(3) | These options vested in three equal installments beginning November 14, 2005 and were assumed by Seawell Limited in the merger and replaced with an option to purchase 28,750 shares of Seawell Limited common shares at $4.22 per share. |
(4) | These options vested in three equal installments beginning December 16, 2006 and were assumed by Seawell Limited in the merger and replaced with an option to purchase 51,750 shares of Seawell Limited common shares at $9.43 per share. |
(5) | This option, which provided for the vesting of 20% on March 5, 2010, 20% on March 5, 2011, and 60% on March 5, 2012 was assumed by Seawell Limited in the merger and replaced with an option to purchase 40,250 shares of Seawell Limited common shares at $1.07 per share. |
(6) | This option, which provided for vesting in five equal installments beginning March 3, 2011 was assumed by Seawell Limited in the merger and replaced with an option to purchase 99,667 shares of Seawell Limited common shares at $3.28 per share. |