Amendment No.10 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZT/fKcPqSdAyKFFgWUHwSi+kTbpkQydIhu9WByZIe38SiOzo+Ee5/X1EyShlpJU J/NApUVv/9ljGc9aMZ1l3g== 0001193125-08-025607.txt : 20080211 0001193125-08-025607.hdr.sgml : 20080211 20080211150437 ACCESSION NUMBER: 0001193125-08-025607 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: FOUR SMITHS' COMPANY, LTD. GROUP MEMBERS: GLORIA JEAN SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRIL-QUIP INC CENTRAL INDEX KEY: 0001042893 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 742162088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53041 FILM NUMBER: 08592995 BUSINESS ADDRESS: STREET 1: 13550 HEMPSTEAD HIGHWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139397711 MAIL ADDRESS: STREET 1: 180 EAST FIFTH STREET CITY: HOUSTON STATE: TX ZIP: 77040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH GARY D CENTRAL INDEX KEY: 0001054903 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13550 HEMPSTEAD HIGHWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139397711 SC 13G/A 1 dsc13ga.htm AMENDMENT NO.10 TO SCHEDULE 13G Amendment No.10 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Dril-Quip, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

262037 10 4

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 262037 10 4


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Gary D. Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 135,877
		6 SHARED VOTING POWER 3,000,000
		7 SOLE DISPOSITIVE POWER 135,877
		8 SHARED DISPOSITIVE POWER 3,000,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,135,877
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.66%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 262037 10 4


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Gloria Jean Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER None
		6 SHARED VOTING POWER 3,000,000
		7 SOLE DISPOSITIVE POWER None
		8 SHARED DISPOSITIVE POWER 3,000,000


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.35%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 262037 10 4


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Four Smiths’ Company, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 3,000,000
		6 SHARED VOTING POWER None
		7 SOLE DISPOSITIVE POWER 3,000,000
		8 SHARED DISPOSITIVE POWER None


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.35%
12	TYPE OF REPORTING PERSON PN

Item 1.

Item 1(a)

Name of Issuer:

Dril-Quip, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

13550 Hempstead Highway Houston, Texas 77040

Item 2.

Item 2(a)

Name of Person(s) Filing:

Gary D. Smith, Gloria Jean Smith and Four Smiths’ Company, Ltd.

Item 2(b)

Address of Principal Business Office:

13550 Hempstead Highway Houston, Texas 77040

Item 2(c)

Citizenship:

U.S. (Four Smiths’ Company, Ltd. is a limited partnership organized under the laws of the State of Texas)

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

262037 10 4

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act.

(b)

Bank as defined in section 3(a)(6) of the Act.

(c)

Insurance company as defined in section 3(a)(19) of the Act.

(d)

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

Parent holding company or control person, in accordance with § 240.13d-1(b)(ii)(G).

(h)

Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount Beneficially Owned by Gary D. Smith:

		3,135,877⁽¹⁾⁽²⁾

	(b)	Percent of Class Beneficially Owned by Gary D. Smith:

		7.66%⁽¹⁾⁽²⁾

	(c)	Number of shares as to which Gary D. Smith has:

		(i)	Sole power to vote or to direct the vote:

			135,877⁽¹⁾⁽²⁾

		(ii)	Shared power to vote or to direct the vote:

			3,000,000⁽²⁾

		(iii)	Sole power to dispose or to direct the disposition of:

			135,877⁽¹⁾

		(iv)	Shared power to dispose or to direct the disposition:

			3,000,000⁽²⁾

	(d)	Amount Beneficially Owned by Gloria Jean Smith:

		3,000,000⁽²⁾

	(e)	Percent of Class Beneficially Owned by Gloria Jean Smith:

		7.35%⁽²⁾

	(f)	Number of shares as to which Gloria Jean Smith has:

		(i)	Sole power to vote or to direct the vote:

			None

		(ii)	Shared power to vote or to direct the vote:

			3,000,000⁽²⁾

		(iii)	Sole power to dispose or to direct the disposition of:

			None

		(iv)	Shared power to dispose or to direct the disposition:

			3,000,000⁽²⁾

	(g)	Amount Beneficially Owned by Four Smiths’ Company, Ltd.:

		3,000,000

	(h)	Percent of Class Beneficially Owned by Four Smiths’ Company, Ltd.:

		7.35%

	(i)	Number of shares as to which Four Smiths’ Company, Ltd. has:

		(i)	Sole power to vote or to direct the vote:

			3,000,000

		(ii)	Shared power to vote or to direct the vote:

			None

		(iii)	Sole power to dispose or to direct the disposition of:

			3,000,000

		(iv)	Shared power to dispose or to direct the disposition:

			None

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	Not Applicable

Explanation of Responses:

(1) Includes (i) 1,110 shares of Common Stock owned directly by Mr. Smith and (ii) 134,767 shares of Common Stock subject to exercisable options.

(2) Includes 3,000,000 shares of Common Stock owned directly by Four Smiths' Company, Ltd., as to which each of Mr. Smith and Mrs. Smith, as its managing general partners, exercise shared voting and dispositive power. Because each of Mr. Smith and Mrs. Smith exercise shared voting and dispositive power with respect to these shares, they may be deemed to be indirect beneficial owners of these shares for purposes of Rule 13d-3.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2008


/s/ Gary D. Smith
Gary D. Smith

/s/ Gloria Jean Smith
Gloria Jean Smith

FOUR SMITHS’ COMPANY, LTD.

By:		/s/ Gary D. Smith
		Gary D. Smith,
		its Managing General Partner

FOUR SMITHS’ COMPANY, LTD.

By		/s/ Gloria Jean Smith
		Gloria Jean Smith,
		its Managing General Partner

AGREEMENT

The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned.


Dated: February 11, 2008	/s/ Gary D. Smith
	Gary D. Smith

	/s/ Gloria Jean Smith
	Gloria Jean Smith

	FOUR SMITHS’ COMPANY, LTD.

	By:	/s/ Gary D. Smith
		Gary D. Smith,
		its Managing General Partner

	FOUR SMITHS’ COMPANY, LTD.

	By:	/s/ Gloria Jean Smith
		Gloria Jean Smith,
		its Managing General Partner

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