Statement of Changes in Beneficial Ownership (4)
April 05 2016 - 5:30PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rowe Robert Scott
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2. Issuer Name
and
Ticker or Trading Symbol
CAMERON INTERNATIONAL CORP
[
CAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President
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(Last)
(First)
(Middle)
1333 WEST LOOP SOUTH, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2016
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(Street)
HOUSTON, TX 77027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/1/2016
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F
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1983.0
(1)
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D
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$63.2
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53473
(1)
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D
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Common Stock
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4/1/2016
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D
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40933.0
(2)
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D
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(3)
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12540
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D
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Common Stock
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4/1/2016
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D
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12540.0
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D
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(4)
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0
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D
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Common Stock
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4/1/2016
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D
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10597.0
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D
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(3)
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0
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I
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by Trust
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Restricted Stock Units
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4/1/2016
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D
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72154.0
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D
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(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (right to buy)
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$39.24
(5)
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4/1/2016
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D
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2548.0
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11/6/2012
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11/6/2016
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Common Stock
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2548
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$42.81
(5)
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4/1/2016
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D
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2335.0
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10/20/2013
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10/20/2017
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Common Stock
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2335
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$51.24
(5)
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4/1/2016
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D
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1951.0
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11/16/2014
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11/16/2021
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Common Stock
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1951
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$56.05
(5)
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4/1/2016
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D
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1784.0
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10/18/2015
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10/18/2022
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Common Stock
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1784
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$57.57
(5)
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4/1/2016
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D
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1737.0
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10/16/2017
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10/16/2024
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Common Stock
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1737
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$64.97
(5)
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4/1/2016
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D
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1539.0
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10/17/2016
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10/17/2023
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Common Stock
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1539
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(5)
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0
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D
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Incentive Stock Option (right to buy)
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$65.97
(5)
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4/1/2016
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D
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1515.0
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10/14/2018
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10/14/2025
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Common Stock
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1515
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(5)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$51.24
(5)
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4/1/2016
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D
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18781.0
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(5)
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11/16/2021
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Common Stock
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18781
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(5)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$56.05
(5)
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4/1/2016
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D
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23726.0
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(5)
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10/18/2022
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Common Stock
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23726
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(5)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$57.57
(5)
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4/1/2016
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D
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67180.0
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(5)
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10/16/2024
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Common Stock
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67180
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(5)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$64.97
(5)
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4/1/2016
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D
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30579.0
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(5)
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10/17/2023
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Common Stock
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30579
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(5)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$65.97
(5)
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4/1/2016
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D
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139466.0
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(5)
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10/14/2025
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Common Stock
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139466
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(5)
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0
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D
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Performance Shares
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(6)
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4/1/2016
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D
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14467.0
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(6)
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(6)
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Restricted Stock Units
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14467
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(6)
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40882
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D
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Performance Shares
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(7)
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4/1/2016
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D
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40882.0
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(7)
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(7)
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Restricted Stock Units
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40882
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(7)
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0
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D
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Explanation of Responses:
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(
1)
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These shares were withheld for the payment of taxes relating to a release of restricted stock units prior to April 1, 2016, and the transaction is voluntarily reported on this Form 4, rather than Form 5. Other transactions have been reported on Form 4s between January 1, 2016 and this form date of April 1, 2016 that changed the beginning number of securities owned on April 1, 2016.
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(
2)
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On April 1, 2016, Schlumberger N.V. (Schlumberger Limited), a company organized under the laws of Curacao ("Schlumberger"), acquired the issuer pursuant to that certain merger agreement between issuer, Schlumberger Holdings Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Schlumberger ("Schlumberger US"), Rain Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Schlumberger US ("Merger Sub") and Schlumberger, the indirect parent of Schlumberger US, dated as of August 26, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Schlumberger. The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on November 17, 2016.
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(
3)
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At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $14.44 in cash, without interest, and 0.716 shares of Schlumberger common stock (the per-share merger consideration).
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(
4)
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At the effective time of the Merger, unvested restricted stock units (RSUs) with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into an RSU with respect to Schlumberger common stock on substantially the same terms.
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(
5)
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At the effective time of the Merger, outstanding stock options representing the right to acquire common stock of the issuer were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into the right to acquire common stock of Schlumberger on substantially the same terms.
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(
6)
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These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2014 to be earned during three performance years ending December 31, 2014, December 31, 2015, and December 31, 2016, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
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(
7)
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These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2015 to be earned during three performance years ending December 31, 2015, December 31, 2016, and December 31, 2017, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rowe Robert Scott
1333 WEST LOOP SOUTH
SUITE 1700
HOUSTON, TX 77027
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Vice President
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Signatures
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By: Grace B Holmes For: Robert Scott Rowe
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4/5/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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