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*
HCperf Holdings B.V.

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OIL STATES INTERNATIONAL, INC [ OIS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common stock 02/22/2018 S 5,925,050(1)(2) D $25.785 2,736,033 D(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HCperf Holdings B.V.

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LRP V Luxembourg Holdings S.a r.l.

(Last) (First) (Middle)
13-15 AVENUE DE LA LIBERTE

(Street)
LUXEMBOURG N4 L-1931

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LRP IV Luxembourg Holdings S.a.r.l.

(Last) (First) (Middle)
13-15 AVENUE DE LA LIBERTE

(Street)
LUXEMBOURG N4 L-1931

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LIME ROCK PARTNERS IV LP

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06680

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LIME ROCK PARTNERS V LP

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06680

(City) (State) (Zip)
1. Name and Address of Reporting Person*
REYNOLDS JOHN T

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06680

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Farber Jonathan C.

(Last) (First) (Middle)
274 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06680

(City) (State) (Zip)
Explanation of Responses:
1. HCperf Holdings B.V. (formerly known as GEODynamics B.V.), a Netherlands private limited liability company, directly owns common stock of the Issuer. LRP IV Luxembourg Holdings S.a.r.l. ("LRP IV") and LRP V Luxembourg Holdings S.a.r.l. ("LRP V") collectively own a majority of the outstanding equity interests in GEODynamics B.V. LRP GP IV, Inc. ("GP Inc. IV") is the general partner of Lime Rock Partners GP IV, L.P. ("GP LP IV"), which is the general partner of Lime Rock Partners IV, L.P. ("Lime Rock IV"), which wholly owns LRP IV. LRP GP V, Inc. ("GP Inc. V") is the general partner of Lime Rock Partners GP V, L.P. ("GP LP V"), which is the general partner of Lime Rock Partners V, L.P. ("Lime Rock V"), which wholly owns LRP V. John T. Reynolds ("Reynolds") and Jonathan C. Farber ("Farber") are the sole directors of each of GP Inc. IV and GP Inc. V.
2. (Continued from Footnote 1) Therefore, LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber may be deemed to beneficially own the reported securities. This report shall not be an admission that LRP IV, Lime Rock IV, GP LP IV, GP Inc. IV, LRP V, Lime Rock V, GP LP V, GP Inc. V, Reynolds and Farber is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.
Remarks:
/s/ J. Will Franklin as authorized person for HCperf Holdings B.V. 02/26/2018
/s/ J. Will Franklin, as authorized person for LRP IV Luxembourg Holdings S.a.r.l. 02/26/2018
/s/ J. Will Franklin, as authorized person for Lime Rock Partners IV, L.P. 02/26/2018
/s/ J. Will Franklin, as authorized person for LRP V Luxembourg Holdings S.a.r.l. 02/26/2018
/s/ J. Will Franklin, as authorized person for Lime Rock Partners V, L.P. 02/26/2018
/s/ Kris Agarwal, as Attorney-In-Fact for Jonathan C. Farber 02/26/2018
/s/ Kris Agarwal, as Attorney-In-Fact for John T. Reynolds 02/26/2018
** 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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