4/A//SEC Filing
Gillard Matthew 4/A
Accession 0001209191-24-004214
CIK 0000889900other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 4:23 PM ET
Size
12.5 KB
Accession
0001209191-24-004214
Insider Transaction Report
Form 4/AAmended
Gillard Matthew
President-Completions
Transactions
- Award
Common Stock, $.01 par value per share
2023-09-01+65,058→ 65,058 total - Award
Restricted Stock Units
2023-09-01+270,470→ 270,470 total→ Common Stock, $.01 par value per share (270,470 underlying) - Award
Cash-Settled Restricted Stock Units
2023-09-01+244,889→ 244,889 total→ Common Stock, $.01 par value per share (244,889 underlying)
Footnotes (5)
- [F1]This Form 4 reports securities acquired in connection with the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc. (the "Issuer"), certain subsidiaries of the Issuer, and NexTier Oilfield Solutions Inc. ("NexTier"). On September 1, 2023, as a result of the Mergers contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock of NexTier was converted automatically into the right to receive 0.7520 (the "Exchange Ratio") shares of common stock of the Issuer, with cash paid in lieu of the issuance of any fractional shares of the Issuer's common stock.
- [F2]The shares of the Issuer's common stock reported above were acquired by the Reporting Person in respect of the shares of common stock of NexTier owned by the Reporting Person immediately prior to the Effective Time. On the trading day immediately prior to the Effective Time, the closing price of the Issuer's common stock was $14.14 per share and the closing price of NexTier's common stock was $10.61 per share.
- [F3]On September 6, 2023, the Reporting Person filed a Form 4 which inadvertently reported an incorrect number of restricted stock units acquired in the Mergers due to immaterial rounding errors. These items have been corrected in this amendment, which reports 2 additional restricted stock units.
- [F4]These restricted stock units ("RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier restricted stock units and performance stock units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The RSUs will vest in accordance with the following schedule: (i) 18,682 on January 2, 2024, (ii) 40,406 on January 3, 2024, (iii) 24,816 on August 16, 2024, (iv) 18,133 on January 2, 2025, (v) 40,407 on January 3, 2025, (vi) 109,894 on December 31, 2025 and (vii) 18,132 on January 2, 2026. Each RSU represents the right to receive a share of the Issuer's common stock or a cash payment in lieu thereof.
- [F5]These cash-settled restricted stock units ("Cash-Settled RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier performance units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The Cash-Settled RSUs will fully vest on December 31, 2024. Each Cash-Settled RSU represents the right to receive a cash payment equal to the fair market value of a share of the Issuer's common stock on the settlement date.
Documents
Issuer
PATTERSON UTI ENERGY INC
CIK 0000889900
Entity typeother
Related Parties
1- filerCIK 0001878197
Filing Metadata
- Form type
- 4/A
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 4:23 PM ET
- Size
- 12.5 KB