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^*

Matusek Brian A

(Last)

(First)

(Middle)

12001 N. HOUSTON ROSSLYN

(Street)

HOUSTON

77086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANOVER COMPRESSOR CO / [ HC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2007

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	08/20/2007		D		118,894⁽¹⁾	D	⁽²⁾	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)
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)
Employee Stock Option (Right to Buy)	$10⁽³⁾	08/20/2007		D			5,622	⁽³⁾	10/22/2013	Common Stock	5,622	$0	0	D
Employee Stock Option (Right to Buy)	$11.98⁽³⁾	08/20/2007		D			17,000	⁽³⁾	07/08/2015	Common Stock	17,000	$0	0	D

Explanation of Responses:

1. This amount reflects the reduction in shares on the Form 3/A filed on August 20, 2007 correcting an inaccuracy that was on the original Form 3 filed on April 26, 2005.

2. The shares of common stock were disposed pursuant to the Agreement and Plan of Merger, dated February 5, 2007, as amended, among Universal Compression Holdings, Inc. (?Universal?), Iliad Holdings, Inc. (now known as Exterran Holdings, Inc. (?Exterran?)), Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, Hector Sub, Inc., a wholly owned subsidiary of Exterran, and Hanover Compressor Company (?Hanover?) (the ?Merger Agreement?). As a result of the mergers contemplated by the Merger Agreement, Universal and Hanover became wholly owned subsidiaries of Exterran and the reporting person has the right to receive 0.325 shares of Exterran common stock for each share of Hanover common stock and the right to receive cash for any fractional share the reporting person otherwise would receive pursuant to the mergers.

3. Pursuant to the Merger Agreement, each outstanding and unvested stock option of the reporting person granted under the Hanover equity incentive plans became fully vested and any outstanding Hanover stock option will convert to an option to acquire Exterran common stock, on the same terms and conditions as were applicable under that Hanover stock option, at an exchange rate of 0.325 to 1 (rounded to the nearest whole share) and at a price per share equal to the price per share under the Hanover option divided by 0.325 (rounded down to nearest whole cent).

Remarks:

	Suzanne B. Kean, Attorney-in-fact	08/20/2007
	** 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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