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*
Comstock Joshua E.

(Last) (First) (Middle)
3990 ROGERDALE ROAD

(Street)
HOUSTON TX 77042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
C&J Energy Services, Inc. [ CJES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/24/2015 U(3) 726,364 D (3) 0 D
Common Stock 03/24/2015 U(3) 2,082,000 D (3) 0 I See Footnote(1)
Common Stock(2) 03/24/2015 U(4) 186,056 D (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(5) $1.43 03/24/2015 U(11) 525,000 03/24/2015 11/01/2016 Common Stock 525,000 (11) 0 I See Footnote(5)
Stock Option(6) $1.43 03/24/2015 U(11) 105,000 03/24/2015 11/11/2018 Common Stock 105,000 (11) 0 D
Stock Option(7) $10 03/24/2015 U(11) 1,662,468 03/24/2015 12/23/2020 Common Stock 1,662,468 (11) 0 I See Footnote(7)
Stock Option(8) $29 03/24/2015 U(11) 275,000 03/24/2015 07/28/2021 Common Stock 275,000 (11) 0 D
Stock Option(9) $10 03/24/2015 U(11) 17,500 03/24/2015 12/23/2020 Common Stock 17,500 (11) 0 I See Footnote(9)
Stock Option(10) $18.89 03/24/2015 U(11) 29,583 06/19/2015 06/19/2022 Common Stock 29,583 (11) 0 D
Explanation of Responses:
1. Included are: (i) 966,000 shares of Common Stock of the Issuer held by a trust for the benefit of the Reporting Person, of which the Reporting Person serves as trustee and which he may be deemed to be the beneficial owner; (ii) 966,000 shares of Common Stock of the Issuer are held by a trust for the benefit of Rebecca A. Comstock, of which the Reporting Person serves as a co-trustee and which the Reporting Person may be deemed to be the beneficial owner; and (iii) 150,000 shares of Common Stock of the Issuer owned by JRC Investments, LLC, of which the Reporting Person may be deemed to be the beneficial owner in his capacity as the sole member of JRC Investments, LLC.
2. These shares of restricted stock, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were not yet vested immediately prior to the effective time of the merger.
3. Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, C&J Energy Services, Inc. ("C&J"), Nabors Industries Ltd., Nabors Red Lion Limited ("Red Lion"), Nabors CJ Merger Co., and CJ Holding Co., in exchange for 1 Red Lion common share, upon the terms and subject to the conditions set forth in the Merger Agreement.
4. Each unvested C&J restricted stock award ("C&J Restricted Stock Award") was disposed of pursuant to the Merger Agreement in exchange for an award to acquire, on the same terms and conditions (including with respect to vesting), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Restricted Stock Award immediately prior to the effective time of the merger.
5. These options, granted under the C&J Energy Services, Inc. 2006 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
6. These options, granted under the C&J Energy Services, Inc. 2006 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger.
7. These options, granted under the C&J Energy Services, Inc. 2010 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
8. These options, granted under the C&J Energy Services, Inc. 2010 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger.
9. These options, granted under the C&J Energy Services, Inc. 2006 Stock Option Plan, were all exercisable immediately prior to the effective time of the merger. These options were held by the Joshua E. Comstock Annuity Trust, of which Mr. Comstock serves as trustee.
10. These options, granted under the C&J Energy Services, Inc. 2012 Long-Term Incentive Plan, were exercisable immediately prior to the effective time of the merger in accordance with the following schedule: 1/3 of the options shall become exercisable on each of the first, second, and third anniversaries of the date of grant, subject to the earlier expiration of the options.
11. Each outstanding C&J stock option award (a "C&J Option") was disposed of pursuant to the Merger Agreement in exchange for an option to purchase, on the same terms and conditions (including with respect to vesting and exercisability), a number of Red Lion common shares equal to the number of shares of C&J common stock subject to such C&J Option immediately prior to the effective time of the merger.
Remarks:
Chairman and Chief Executive Officer
Danielle Foley, as attorney in fact 03/24/2015
** 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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