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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 | ||||||||
| Series A preferred stock, par value Euro 0.01 per share | (1) | 08/14/2013 | J(2) | 52,976,000 | (1) | (1) | Common Stock | 52,976,000 | (1) | 52,976,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Mosing Holdings, Inc. 10260 WESTHEIMER RD. HOUSTON, TX 77042 |
X | See Remarks | ||
| /s/ Brian D. Baird, Vice President, General Counsel and Secretary | 08/16/2013 | |
| **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) | Pursuant to the Amended and Restated Articles of Association of Frank's International N.V. (the "Issuer") and the Limited Partnership Agreement of Frank's International C.V. ("FICV"), holders of the Issuer's Series A preferred stock, par value Euro 0.01 per share (the "Preferred Stock") will have the right to convert all or a portion of their Preferred Stock into the Issuer's common stock, par value Euro 0.01 per share (the "Common Stock") at any time by delivery to the Issuer of an equivalent number of FICV portions, which portions are equal to the holder's total limited partnership interest in FICV divided by the total number of issued and outstanding shares of the Issuer's Preferred Stock. |
| (2) | In connection with closing of the initial public offering and pursuant to that certain Global Transaction Agreement, dated July 22, 2013, by and among the Issuer and Mosing Holdings, Inc. ("Mosing Holdings"), FICV contributed 52,976,000 shares of Preferred Stock to Mosing Holdings in exchange for all of the outstanding membership interests in Frank's International, LLC, Frank's Casing Crew & Rental Tools, LLC and Frank's Tong Service, LLC. |
| Remarks: As a result of the Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings and the other parties thereto (the "Voting Agreement"), Mosing Holdings may be deemed to share beneficial ownership of 119,024,000 shares (representing more than 10% of the outstanding shares) of the Issuer's Common Stock held by FWW B.V. Mosing Holdings disclaims beneficial ownership of the Common Stock because it has no pecuniary interest therein. | |