Edgar Filing: Superior Well Services, INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NABORS INDUSTRIES LTD

2. Issuer Name and Ticker or Trading Symbol
Superior Well Services, INC [SWSI]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

MINTFLOWER PLACE, 8 PAR-LA-VILLE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2010

(Street)

HAMILTON HM08, D0

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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, par value $0.01	09/08/2010	09/08/2010	U		28,457,901	A	$ 22.12	28,457,901 ⁽¹⁾ ⁽²⁾	I	By Diamond Acquisition Corp. ⁽³⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NABORS INDUSTRIES LTD MINTFLOWER PLACE 8 PAR-LA-VILLE ROAD HAMILTON HM08, D0		X
Diamond Acquisition Corp. 515 WEST GREENS ROAD SUITE, 1200 HOUSTON, TX 77067		X

Signatures

/s/ MARK D. ANDREWS Corporate Secretary, on behalf of Nabors Industries Ltd.		09/10/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On September 8, 2010, Diamond Acquisition Corp. ("Diamond"), a Delaware corporation and wholly owned subsidiary of the Reporting Person, accepted for payment 28,457,901 shares of common stock, par value $0.01 (the "Shares"), of Issuer pursuant to an offer to purchase all of the outstanding Shares (the "Offer"). The Offer was made pursuant to an Agreement and Plan of Merger, dated as of August 6, 2010, by and among Diamond Acquisition Corp. ("Diamond"), the Reporting Person and the Issuer (the "Merger Agreement").
(2)	The Offer expired at 12:00 midnight, New York City time, on Wednesday, September 8, 2010. An aggregate of 28,457,901 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 92.4% of the Shares outstanding. On September 8, 2010, Diamond accepted for payment all Shares that were validly tendered in the Offer and not withdrawn and promptly made payment for such Shares in accordance with the terms of the Offer and applicable law.
(3)	Diamond is a wholly owned subsidiary of the Reporting Person, and as a result Diamond and the Reporting Person may have been deemed (prior to the Merger) to share beneficial ownership of the Shares shown as beneficially owned by the Reporting Person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.