Statement of Changes in Beneficial Ownership (4)
June 02 2020 - 1:58PM
Edgar (US Regulatory)
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
|
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
*
LOCKE STACY |
2. Issuer Name and Ticker or Trading Symbol
PIONEER ENERGY SERVICES CORP
[
*
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
|
(Last)
(First)
(Middle)
1250 N E LOOP 410 #1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/29/2020 |
|
(Street)
SAN ANTONIO, TX 78209
(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 | 5/29/2020 | | D | | 1375214 (1)(2) | D | (1)(2) | 0 | D | |
| Common Stock | 5/29/2020 | | D | | 25000 (1)(2) | D | (1)(2) | 0 | I | By 2010 Trust (3) |
| Common Stock | 5/29/2020 | | D | | 180334 (1)(2) | D | (1)(2) | 0 | I | By Locke Children's Trust (4) |
| Common Stock | 5/29/2020 | | A | | 942 (1)(2) | A | (2) | 942 | D | |
| Common Stock | 5/29/2020 | | A | | 2031 (1)(5)(6) | A | (5)(6) | 2973 | D | |
| Common Stock | 5/29/2020 | | F | | 494 (7) | D | $19.12 (5)(6) | 2479 | D | |
| Common Stock | 5/29/2020 | | A | | 17 (1)(2) | A | (2) | 17 | I | By 2010 Trust (3) |
| Common Stock | 5/29/2020 | | A | | 124 (1)(2) | A | (2) | 124 | I | By Locke Children's Trust (4) |
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 |
| 5.00% Convertible Senior Unsecured Payment-In-Kind Notes due | (8)(9)(10) | 5/29/2020 | | A (8)(9)(10) | | 87075 (8)(9)(10) | | (8)(9)(10) | (8)(9)(10) | Common Stock | 87075 (8)(9)(10) | (8)(9) | 87075 | D | |
| Explanation of Responses: |
| (1) | On March 1, 2020, Pioneer Energy Services Corp. (the "Issuer") and its subsidiaries, (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. Debtors also filed a prepackaged Chapter 11 plan of reorganization (the "Plan") with the Bankruptcy Court. On May 11, 2020, the Bankruptcy Court entered an order, Docket No. 331 (the "Confirmation Order") confirming the Plan. On May 29, 2020 (the "Effective Date"), the Debtors emerged from bankruptcy and the Plan became effective pursuant to its terms. |
| (2) | On the Effective Date, and pursuant to the Plan, all outstanding shares of the Issuer's common stock, par value $0.10 (the "Old Shares") were exchanged for new shares of the Issuer's common stock, $0.001 par value per share (the "New Shares") at the conversion rate of 0.0006849838 New Shares for each Old Share. The receipt of New Shares was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. |
| (3) | These shares are owned by the Wm Stacy Locke Trust of 2010 (the "2010 Trust"). The Reporting Person is the sole trustee and primary beneficiary of the 2010 Trust. |
| (4) | These shares are owned by The Stacy and Aimee Locke Children's Trust of 2012 (the "Locke Children's Trust"). The Reporting Person's spouse is the trustee of the Locke Children's Trust. |
| (5) | In connection with the Plan becoming effective, all unvested equity awards for Old Shares granted under the Pioneer Energy Services Corp. Amended and Restated 2007 Incentive Plan (the "2007 Incentive Plan") that were held by any director or employee of the Issuer on the Effective Date vested and became New Shares at the conversion rate of 0.0006849838 New Shares for each Old Share. On the Effective Date, the Reporting Person held 2,965,292 Old Shares pursuant to unvested equity award grants under the 2007 Incentive Plan, all of which had their vesting accelerate and convert into New Shares, which consisted of: (i) 885,094 and 1,659,740 performance phantom award shares granted on January 25, 2018 and January 24, 2019, respectively, |
| (6) | (Continued from Footnote 5) which vested at the maximum multiple of two times the number of units granted due to the change in control of Issuer; (ii) 165,974 time based phantom award shares granted on January 24, 2019 and (iii) 88,510 and 165,974 time based restricted stock units granted on January 25, 2018 and January 24, 2019, respectively. Number of shares includes New Shares withheld by the Issuer to pay for the applicable withholding tax due upon vesting of these equity awards as described in footnote 7. |
| (7) | These New Shares were withheld by the Issuer to pay for the applicable withholding tax due upon vesting of the equity awards described in footnotes 5 and 6. |
| (8) | In accordance with the Plan, holders of the Issuer's Old Shares and existing senior unsecured notes were granted the right to participate in a rights offering (the "Rights Offering") on a pro rata basis for the purchase of unsecured convertible bonds to be issued by the reorganized Issuer (the "New Convertible Bonds"). The New Convertible Bonds will mature in 5 years and 6 months from the Effective Date and bear payable-in-kind interest at 5%. Holders of the New Convertible Bonds are entitled to vote upon all matters upon which holders of any class or classes of common stock of the Issuer have the right to vote, and the number of votes represented by each New Convertible Bond is equal to the largest number of whole shares of New Shares (rounded down to the nearest whole share) into which such New Convertible Bond may be converted. |
| (9) | (Continued from Footnote 8) The Reporting Person did not purchase any New Convertible Bonds under the Rights Offering. However, certain members of the Issuer's management, including the Reporting Person, committed to purchase a portion of the New Convertible Bonds not otherwise purchased in the Rights Offering pursuant to a backstop commitment agreement (the "Backstop Agreement"). In accordance with the terms of the Backstop Agreement, the Reporting Person purchased $1,075,000 principal amount of the New Convertible Bonds and received a commitment premium of $86,000 principal amount of the New Convertible Bonds as consideration for entering into the Backstop Agreement. |
| (10) | The New Convertible Bonds are convertible into New Shares at a conversion rate of 75 New Shares per $1,000 of New Convertible Bonds, subject to customary anti-dilution adjustments. The New Convertible Bonds will be convertible at any time in whole or in part at the option of the holder thereof, mandatorily on the maturity date (provided that if the New Shares issuable upon conversion have a value less than the face amount of a New Convertible Bond at such time, the Issuer is obligated to pay the face amount thereof in cash) or, if earlier, at the Issuer's election upon the occurrence of a Merger Event (as defined in the indenture pursuant to which the New Convertible Bonds were issued). |
Remarks:
* The Company is not currently listed on any exchange or on the OTC market and therefore does not have a symbol. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LOCKE STACY
1250 N E LOOP 410 #1000
SAN ANTONIO, TX 78209 | X |
| President & CEO |
|
Signatures
|
| Bryce Seki, Attorney-in-fact for Wm.Stacy Locke | | 6/2/2020 |
| **Signature of Reporting Person | Date |
Pioneer Energy Services (NYSE:PES)
Historical Stock Chart
From Oct 2024 to Nov 2024
Pioneer Energy Services (NYSE:PES)
Historical Stock Chart
From Nov 2023 to Nov 2024
