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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-qualified stock option | $ 5.3 | 12/01/2011 | D | 15,000 | 06/14/2011 | 06/14/2020 | Common stock | 15,000 | (2) | 0 | D | ||||
Performance units | $ 0 | 12/01/2011 | D | 90,000 | (3) | (3) | Common stock | 90,000 | $ 8 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Osborn James Grafton Jr. 503 STONELEIGH DRIVE HOUSTON, TX 77079 |
Chief Marketing Officer |
Debbie Bowers, Attorney-in-fact for James G. Osborn, Jr. | 12/02/2011 | |
**Signature of Reporting Person | Date |
* | 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) | Disposed of pursuant to the terms of the Agreement and Plan of Merger by and among the issuer, Technip S.A. and Apollon Merger Sub B, Inc. dated September 11, 2011 (the "Merger Agreement") in exchange for $8.00 per share (the "Merger Consideration") upon closing of the merger. |
(2) | This option was cancelled pursuant to the terms of the Merger Agreement in exchange for cash equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of shares of the issuer's common stock subject to the option. |
(3) | Performance units were cancelled pursuant to the terms of the Merger Agreement in exchange for cash equal to the Merger Consideration multiplied by the number of common stock issuable pursuant to such performance units assuming achievement of the target level of performance applicable to such performance units. |