If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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The information required on 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).

This Amendment No.3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 2013 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on April 30, 2013 ("Amendment No. 1") and Amendment No. 2 filed on September 5, 2013 ("Amendment No. 2", and the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of Oil States International, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4, 5(a), (b) and (c), 6 and 7 as set forth below.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The 4,571,228 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $204 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person.

Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 53,056,361 Shares outstanding, which is the total number of Shares outstanding as of May 1, 2014 as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 2, 2014.

At the close of business on June 6, 2014, the Reporting Person may be deemed to beneficially own 4,571,228 Shares, constituting approximately 8.6% of the Shares outstanding.

(b) The Reporting Person has sole voting and dispositive powers over 4,571,228 Shares, which powers are exercised by the Principal.

(c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed therein were effected on the New York Stock Exchange through various brokerage entities.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

None.

SIGNATURES

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: June 6, 2014

EXHIBIT A

Transactions in the Shares During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as indicated below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.