Initial Statement of Beneficial Ownership (3)
November 12 2019 - 5:13PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Galvan Michael S |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/31/2019
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3. Issuer Name and Ticker or Trading Symbol
NEXTIER OILFIELD SOLUTIONS INC. [NEX]
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(Last)
(First)
(Middle)
3990 ROGERDALE RD. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP, CAO and Treasurer / |
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(Street)
HOUSTON, TX 77042
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 14169 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Shares | (2) | (2) | Common Stock | 2179.0 | $0.0 | D | |
| Restricted Stock Unit | (3) | (4) | Common Stock | 17426.0 | $0.0 | D | |
| Explanation of Responses: |
| (1) | Includes 1,882 shares of restricted stock scheduled to vest on February 5, 2020, and 8,676 shares of restricted stock scheduled to vest in equal amounts annually on December 13 over the next two years, subject to the grantee's continued service to the issuer through such date, as well as certain treatment upon the occurrence of certain termination events. |
| (2) | At the effective time of the merger pursuant to the Merger Agreement, each outstanding performance share, other than a vested performance share, was assumed by NexTier and converted into an award with respect to a number of shares of NexTier common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the 1.6149. Pursuant to the Merger Agreement, the performance shares will vest at the target level of achievement on December 11, 2021, the third anniversary of the grant date. |
| (3) | At the effective time of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), NexTier Oilfield Solutions Inc. (previously Keane Group, Inc., "NexTier") and King Merger Sub Corp., a wholly owned subsidiary of NexTier ("Merger Sub"), each outstanding C&J restricted stock unit was assumed by NexTier and converted into an award with respect to a number of shares of NexTier common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such restricted stock unit and (y) 1.6149. |
| (4) | The award subject to a three year ratable vesting starting on the first anniversary of the grant date, which was December 11, 2018, subject to the grantee's continued employment with or provision of services to the issuer or its affiliates through each vesting date, as well as certain treatment upon the occurrence of certain termination events; the restricted share units may be settled in stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Galvan Michael S
3990 ROGERDALE RD.
HOUSTON, TX 77042 |
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| SVP, CAO and Treasurer |
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Signatures
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| Valorie Wanner, attorney in fact | | 11/12/2019 |
| **Signature of Reporting Person | Date |
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