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^*

ROLLINS R RANDALL

(Last)

(First)

(Middle)

2170 PIEDMONT ROAD, N.E.

(Street)

ATLANTA

30324

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2012

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)
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, $ .10 Par Value	12/10/2012		J⁽¹⁾	V	16,402	D	⁽¹⁾	0	I	Custodian/Guardian Trustee of Trust
Common Stock, $ .10 Par Value	12/13/2012		G	V	674,346	D	⁽²⁾	1,903,449	D
Common Stock, $ .10 Par Value	12/28/2012		G	V	25,644	D	⁽³⁾	1,877,805	D
Common Stock, $ .10 Par Value	12/31/2012		G	V	545,417	D	⁽⁴⁾	1,332,388	D
Common Stock, $ .10 Par Value	01/22/2013		A		75,000	A	⁽⁵⁾	1,407,388	D
Common Stock, $ .10 Par Value	01/22/2013		F		2,976	D	$13.68	1,404,412	D
Common Stock, $ .10 Par Value	01/23/2013		F		3,270	D	$14.26	1,401,142	D
Common Stock, $ .10 Par Value	12/28/2012		G	V	2,137	A	⁽³⁾	249,920⁽⁷⁾	I	By Spouse
Common Stock, $ .10 Par Value	12/31/2012		G	V	820,797	A	⁽⁴⁾⁽⁶⁾	2,617,616⁽⁷⁾	I	Co-Trustee of Trust
Common Stock, $ .10 Par Value								11,292,525⁽⁷⁾	I	Held indirectly through RFT Investment Company LLC
Common Stock, $ .10 Par Value								129,460,465⁽⁷⁾	I	Held indirectly through RFPS Management Co. II, LP

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)

Explanation of Responses:

1. The shares in the trust were distributed as part of a settlement for no consideration.

2. 674,346 shares were gifted by the reporting person to a newly created family trust for no consideration.

3. The reporting person gifted the following shares for no consideration: 23,507 to a family partnership and 2,137 to his spouse.

4. 545,417 shares were gifted by the reporting person to a foundation of which the reporting person is a co-trustee for no consideration.

5. Represents 75,000 shares of restricted stock that vest annually in 20 percent increments beginning in 2015.

6. 275,380 shares were gifted to a foundation of which the reporting person is a co-trustee for no consideration.

7. The reporting person disclaims for the purpose of Section 16 of the Securities and Exchange Act of 1934 the beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of such beneficial ownership.

Remarks:

	/s/ Glenn P. Grove, Jr., as Attorney in Fact for R. Randall Rollins	01/24/2013
	** 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.
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