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^*

GRAHAM LINDA H

(Last)

(First)

(Middle)

P.O. BOX 647

(Street)

ATLANTA

30301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RPC INC [ RES ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2006

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	12/11/2006		J⁽¹⁾	V	93,914	A	⁽¹⁾	281,749	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)
Incentive Stock Options	$1.96⁽²⁾	01/28/1997⁽¹⁾		J⁽¹⁾	V	1,702		01/28/1998⁽³⁾	01/28/2007	Common Stock	1,702	$0	5,106	D
Incentive Stock Options	$3.33⁽²⁾	01/27/1998⁽¹⁾		J⁽¹⁾	V	3,405		01/27/1999⁽³⁾	01/27/2008	Common Stock	3,405	$0	10,215	D
Incentive Stock Options	$1.79⁽²⁾	01/26/1999⁽¹⁾		J⁽¹⁾	V	4,255		01/26/2000⁽³⁾	01/26/2009	Common Stock	4,255	$0	12,766	D
Incentive Stock Options	$3.88⁽²⁾	04/24/2001⁽¹⁾		J⁽¹⁾	V	5,625		04/24/2002⁽³⁾	04/24/2011	Common Stock	5,625	$0	16,875	D
Incentive Stock Options	$2.81⁽²⁾	01/28/2003⁽¹⁾		J⁽¹⁾	V	11,250		01/28/2004⁽³⁾	01/28/2013	Common Stock	11,250	$0	33,750	D

Explanation of Responses:

1. This report is being filed voluntarily, solely to report the acquisition of stock pursuant to the three-for-two stock split payable December 11, 2006, and the adjustment of options in connection therewith.

2. Exercise prices have been adjusted to reflect stock split.

3. Stock options vest in 20% increments beginning on first anniversary of grant date.

Remarks:

	/s/ Linda H. Graham	12/12/2006
	** 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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