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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
T-3 ENERGY SERVICES INC [ TTES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/30/2006 | S | 4,500,000(1) | D | $20.9 | 4,909,316(2) | I(3)(4) | See FN(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. First Reserve Fund VIII, L.P. ("Fund VIII") sold an aggregate of 4,500,000 shares of Common Stock (the "Shares") of T-3 Energy Services, Inc. (the "Issuer) pursuant to the Registration Statement on Form S-3, as amended, filed with the Securities and Exchange Commission on September 22, 2006 as Registration No. 333-134602. |
2. Consists of 4,565,373 shares of the Issuer's Common Stock held directly by Fund VIII, a Warrant to purchase 313,943 shares of the Issuer's Common Stock held directly by Fund VIII, and 30,000 vested shares of common stock in underlying stock options issued to Ben A. Guill (15,000 shares) and Joseph R. Edwards (15,000 shares), in their capacity as directors of the Issuer. |
3. This Form 4 is filed on behalf of First Reserve Corporation ("First Reserve"), First Reserve GP VIII, L.P. ("GP VIII"), and First Reserve Fund VIII, L.P. ("Fund VIII" and collectively with GP VIII and First Reserve, the "Fund Entities"). GP VIII is the general partner of Fund VIII and First Reserve is the general partner of GP VIII. Each of GP VIII and First Reserve may be deemed to share beneficial ownership of the Shares of the Issuer's common stock beneficially owned by Fund VIII. Each Reporting Person disclaims the sale or beneficial ownership of any such shares reported on this Form 4 except to the extent of its pecuniary interest therein. |
4. The Fund Entities are entitled to a portion of the profits from the sale of securities held by Messrs. Edwards and Guill, and therefore the Fund Entities may be deemed to share beneficial ownership of the securities reported herein held directly by Messrs. Edwards and Guill. |
Remarks: |
1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. 2) First Reserve Corporation, by Anne E. Gold, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP VIII, L.P. First Reserve GP VIII, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund VIII, L.P. |
Anne E. Gold, Secretary | 12/04/2006 | |
Anne E. Gold, In the Capacity Described in Remark 2 | 12/04/2006 | |
Anne E. Gold, In the Capacity Described in Remark 2 | 12/04/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |