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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Dion Michael (Last) (First) (Middle) 142 WEST 57TH, 12TH FLOOR (Street) NEW YORK NY 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) Director 10% Owner X Officer (give title below) Other (specify below) CFO
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2013		J(1)		173,924(2)	A	$0	173,924	D
Common Stock	05/31/2013		J(3)		46,380(4)	A	$0	46,380	I	By Dion Family 2011 Trust(5)
Common Stock								154,425(6)	I	By NMD Retirement LLC
Common Stock								180,780	I	See Footnote(7)
Common Stock								48,208(8)	I	See Footnote(9)
Series A preferred stock, par value $0.0001	12/14/2012		J(10)		4,140	A	$0	4,140	I	See Footnote(11)
Series A preferred stock, par value $0.0001	12/14/2012		J(10)		1,116	A	$0	1,116	I	See Footnote(12)
Series B preferred stock, par value $0.0001	11/14/2013		J(13)		829	A	$0	829	I	See Footnote(11)
Series B preferred stock, par value $0.0001	11/14/2013		J(13)		222	A	$0	222	I	See Footnote(12)

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
Warrants to purchase Common Stock	$11.5	02/25/2013		J(14)			104,368	01/13/2013	12/14/2017(15)	Common Stock	104,368	$0(16)	0	I	See Footnote(17)
Warrants to purchase Common Stock	$11.5	02/25/2013		J(14)			10,420(18)	01/13/2013	12/14/2017(15)	Common Stock	10,420	$0(16)	0	I	See Footnote(19)

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 10,437 shares of Common Stock attributable to the Exchange Shares.

3. Pro rata distribution from Empeiria Investors LLC, of which the Dion Family 2011 Trust is a member.

4. The reported number includes 1,042 shares of Common Stock attributable to the Exchange Shares.

5. These shares are held in trust for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

6. These shares were previously reported as directly owned. Reflects the forfeiture of 21,750 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.

7. Reporting Person indirectly owns the shares of Common Stock reported herein through his membership interest in Empeiria Investors LLC. 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).

8. The aggregate number of shares of Common Stock beneficially owned reflects (i) changes in the Dion Family 2011 Trust'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 (3).

9. Reporting Person indirectly owns the shares of Common Stock reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

10. 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.

11. Reporting Person indirectly owns the shares of preferred stock reported herein through his membership interest in Empeiria Investors LLC.

12. Reporting Person indirectly owns the shares of preferred stock reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

13. 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.

14. 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.

15. 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.

16. 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.

17. Reporting Person indirectly owns the Warrants reported herein through his membership interest in Empeiria Investors LLC. 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.

18. These Warrants were previously reported as indirectly owned by the Reporting Person through his membership interest in Empeiria Investors LLC.

19. Reporting Person indirectly owns the Warrants reported herein through the Dion Family 2011 Trust's membership interest in Empeiria Investors LLC. The trust is for the benefit of the Report Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The number of Warrants disposed of reflects changes in the Dion Family 2011 Trust's proportionate interest in Empeiria Investors LLC resulting from additional investments in Empeiria Investors LLC.

	/s/ N Michael Dion	04/15/2014
	** 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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