SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DOUGLAS DENNIS C

(Last)

(First)

(Middle)

1301 MCKINNEY STREET

SUITE 1800

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2008

3. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Marketplace Management

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,202⁽⁷⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	05/05/2009	Common Stock	1,000	$3	D
Employee Stock Option (right to buy)	⁽¹⁾	07/21/2010	Common Stock	5,000	$7.4375	D
Employee Stock Option (right to buy)	⁽¹⁾	10/16/2011	Common Stock	10,000	$8	D
Employee Stock Option (right to buy)	⁽¹⁾	05/07/2013	Common Stock	6,667	$11.81	D
Employee Stock Option (right to buy)	⁽¹⁾	05/07/2013	Common Stock	3,333	$10.22	D
Employee Stock Option (right to buy)	⁽²⁾	03/15/2016	Common Stock	10,000	$15.05	D
Employee Stock Option (right to buy)	⁽³⁾	08/22/2017	Common Stock	12,000	$14.32	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/10/2018	Common Stock	10,000	$15.07	D
Employee Stock Option (right to buy)	⁽⁵⁾	06/30/2018	Common Stock	15,000	$19.42	D
Employee Stock Option (right to buy)	⁽⁶⁾	08/21/2018	Common Stock	20,750	$16.5	D
Phantom Stock	⁽⁸⁾	12/22/2010	Common Stock	5,625	⁽⁹⁾	D

Explanation of Responses:

1. The options were granted under the Key Energy Group, Inc. 1997 Incentive Plan and are fully vested and exercisable.

2. The option was granted under the Key Energy Group, Inc. 1997 Incentive Plan and is exercisable in three installments as follows: the first installment for 5,000 shares became exercisable on March 15, 2008; the second installment for 2,500 shares becomes exercisable on March 15, 2009; and the third installment for 2,500 shares becomes exercisable on March 15, 2010.

3. The option was granted under the Key Energy Group, Inc. 1997 Incentive Plan and is exercisable in three equal annual installments. The first installment became exercisable on August 22, 2008; and the next two installments become exercisable on August 22, 2009 and August 22, 2010.

4. The option was granted under the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan and is exercisable in four equal annual installments beginning on April 10, 2009.

5. The option was granted under the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan and is exercisable in four equal annual installments beginning on June 30, 2009.

6. The option was granted under the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan and is exercisable in four annual installments as follows: 5,188 shares on August 21, 2009; 5,187 shares on August 21, 2010; 5,188 shares on August 21, 2011; and 5,187 shares on August 21, 2012.

7. Represents unvested award of restricted stock shares granted under the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan. The restricted stock shares will vest in four annual installments as follows: 4,051 shares on August 21, 2009; 4,050 shares on August 21, 2010; 4,051 shares on August 21, 2011; and 4,050 shares on August 21, 2012.

8. Each phantom share award granted December 22, 2006 shall vest in four equal annual installments on the anniversary of the grant date. The vested phantom shares are payable solely in cash within 20 days of the vesting date.

9. Each share of phantom stock is the economic equivalent of one share of KEG common stock.

	By Kimberly R. Frye, as Attorney-in-fact for Dennis C. Douglas	10/10/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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