FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hardesty Benjamin A. 		2. Issuer Name and Ticker or Trading Symbol

KLX Inc. [ KLXI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KLX INC., 1300 CORPORATE CENTER WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/9/2018
(Street)

WELLINGTON, FL 33414
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/9/2018     A    132   A $0   10088   (1) D    
Common Stock   10/9/2018     D    10088   (2) (3) D $63   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan and the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX Inc. ("KLX") of all of the common stock of its wholly owned subsidiary, KLX Energy Services Holdings, Inc., which was completed on September 14, 2018. As a result of the adjustment, the reporting person received 623 additional shares of restricted stock and 485 additional stock units deferred under the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan.
(2)  Reflects the disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, The Boeing Company ("Boeing") and Kelly Merger Sub, Inc., a wholly owned subsidiary of Boeing ("Merger Sub"). On October 9, 2018, Merger Sub merged with and into KLX with KLX continuing as the surviving corporation and wholly owned subsidiary of Boeing. At the effective time of the Merger (the "Effective Time"), each share of KLX common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $63 per share in cash, without interest.
(3)  In addition, pursuant to the Merger Agreement, (i) each unvested restricted stock award outstanding immediately prior to the Effective Time became fully vested and was then immediately cancelled in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to each such restricted stock award less any applicable withholding or other taxes, and (ii) each stock unit award, including any stock unit awards deferred under any of KLX's deferred compensation plans, became fully vested and was canceled thereafter in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to such unit award less any applicable withholding or other taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hardesty Benjamin A.
C/O KLX INC.
1300 CORPORATE CENTER WAY
WELLINGTON, FL 33414 		X



Signatures
/s/ Claire Dumas, Attorney-in-Fact for Mr. Hardesty 10/11/2018
** 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 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).
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 control number.
KLX Inc. (NASDAQ:KLXI)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more KLX Inc. Charts.
KLX Inc. (NASDAQ:KLXI)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more KLX Inc. Charts.