SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MENKES ALAN

(Last)

(First)

(Middle)

C/O G2 INVESTMENT GROUP, LLC

142 W. 57TH STREET, 12TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Integrated Drilling Equipment Holdings Corp [ IRIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2013		J⁽¹⁾		220,303⁽²⁾	A	$0	404,015⁽³⁾	D
Common Stock								228,988⁽⁴⁾	I	See Footnote⁽⁵⁾
Series A preferred stock, par value $0.0001	12/14/2012		J⁽⁶⁾		5,256	A	$0	5,256	I	See Footnote⁽⁵⁾
Series B preferred stock, par value $0.0001	11/14/2013		J⁽⁷⁾		1,051	A	$0	1,051	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$11.5	02/25/2013		J⁽⁸⁾			114,788	01/13/2013	12/14/2017⁽⁹⁾	Common Stock	114,788	$0⁽¹⁰⁾	0	I	See Footnotes (5) and⁽¹¹⁾

Explanation of Responses:

1. Pro rata distribution from Empeiria Investors LLC, of which the reporting person is a member.

2. On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock (the "Exchange Shares") to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock (the "Exchange"). The reported number includes 11,478 shares of Common Stock attributable to the Exchange Shares.

3. Reflects the forfeiture of 25,875 shares of Common Stock as a result of the underwriters in the Issuer's initial public offering not exercising their over-allotment option in full.

4. The aggregate number of shares of Common Stock beneficially owned reflects (i) changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in, and the admission of new members, to Empeiria Investors LLC and (ii) the pro rata distribution from Empeiria Investors LLC discussed in footnote (1).

5. Reporting Person indirectly owns the shares of Common Stock, Series A preferred stock, Series B preferred stock and Warrants reported herein through his membership interest in Empeiria Investors LLC. Reporting Person is the managing member of Empeiria Investors LLC and may be deemed to have beneficial ownership over all equity securities owned by Empeiria Investors LLC and disclaims beneficial ownership of any shares of equity securities for which he does not have pecuniary interest.

6. On December 14, 2012, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series A preferred stock of the Issuer.

7. On November 14, 2013, Empeiria Investors LLC entered into a Stock Purchase Agreement with the Issuer and purchased shares of Series B preferred stock of the Issuer.

8. On February 25, 2013, pursuant to the Placement Warrant Exchange Agreement, the Issuer issued 39,000 shares of Common Stock to Empeiria Investors LLC in exchange for the cancellation of 390,000 warrants to purchase the Issuer's Common Stock.

9. The Warrants became exercisable 30 days after the completion of Empeiria Acquisition Corp.'s merger with Integrated Drilling Equipment Company Holdings Inc. (the "Merger") and, absent the Exchange, would have expired on December 14, 2017, five years after the completion of the Merger.

10. On June 15, 2011, Empeiria Investors LLC purchased 390,000 units (the "Placement Units") from the Issuer for $10.00 per unit for a total of $3.9 million. Each Placement Unit consisted of one share of Common Stock and one Warrant to purchase one share of Common Stock at $11.50 per share. There was no allocation of the purchase price between the Common Stock and the Warrant.

11. The number of Warrants disposed of reflects changes in the Reporting Person's proportionate interest in Empeiria Investors LLC resulting from additional investments in Empeiria Investors LLC.

	/s/ Alan B. Menkes	04/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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