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^*

Danford Michael Dewayne

(Last)

(First)

(Middle)

3300 NORTH SAM HOUSTON PARKWAY E.

(Street)

HOUSTON

77032-3411

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYDRIL CO [ HYDL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President-Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2007

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	05/07/2007		D⁽¹⁾		1,198	D	$97	0	D

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)
Employee Stock Option (Right to Buy)	$25.49	05/07/2007		D⁽²⁾			500	⁽²⁾	05/21/2012	Common Stock	500	$71.51⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$27.165	05/07/2007		D⁽³⁾			1,080	⁽³⁾	06/01/2013	Common Stock	1,080	$69.835⁽³⁾	0	D
Employee Stock Option	$28.79	05/07/2007		D⁽⁴⁾			1,620	⁽⁴⁾	06/01/2014	Common Stock	1,620	$68.21⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	05/07/2007		D⁽⁵⁾			5,250	⁽⁵⁾	⁽⁶⁾	Common Stock	5,250	$97⁽⁵⁾	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between the issuer and Tenaris S.A., these shares were disposed of for $97.00 per share at the effective time of the merger.

2. The reporting person was granted options to purchase 2,500 shares of common stock on May 21, 2002, which became exercisable in five equal installments beginning May 21, 2003. The unvested portion of these options were cancelled in the merger in exchange for a payment of $71.51 per share, representing the difference between $97.00 and the exercise price of the option.

3. The reporting person was granted options to purchase 2,700 shares of common stock on June 1, 2003, which became exercisable in five equal installments beginning June 1, 2004. The unvested portion of these options were cancelled in the merger in exchange for a payment of $69.835 per share, representing the difference between $97.00 and the exercise price of the option.

4. The reporting person was granted options to purchase 2,700 shares of common stock on June 1, 2004, which became exercisable in five equal installments beginning June 1, 2005. The unvested portion of these options were cancelled in the merger in exchange for a payment of $68.21 per share, representing the difference between $97.00 and the exercise price of the options.

5. The reporting person was granted 1,000, 1,000, 1,200, and 2,650 restricted stock units on June 1, 2003, 2004, 2005 and 2006, respectively. The units vest 60% on the third anniversary of the date of grant and 20% on each of the fourth and fifth anniversary of the date of grant. The unvested portion of these units was cancelled pursuant to the merger in exchange for $97.00 per unit.

6. None.

	/s/ Michael D. Danford	05/09/2007
	** 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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