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*
CHILDERS D BRADLEY

(Last) (First) (Middle)
16666 NORTHCHASE DRIVE

(Street)
HOUSTON TX 77060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXTERRAN HOLDINGS INC. [ EXH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014
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)
Code V Amount (A) or (D) Price
Common Stock 03/04/2014 A(1) 22,037 A $0 154,404 D
Common Stock 03/04/2014 F(2) 3,922 D $41.18 150,482 D
Common Stock 03/06/2014 S(3) 2,160 D $40.73 148,322 D
Common Stock 03/06/2014 M(4) 20,000 A $30.07 168,322 D
Common Stock 03/06/2014 S(4) 20,000 D $40.76(5) 148,322 D
Common Stock 03/06/2014 S 35,000 D $40.76(5) 113,322 D
Common Stock 963 I 401(k) Plan
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
Stock Option (Right to Buy) $41.18 03/04/2014 A 62,713 (6) 03/04/2021 Common Stock 62,713 $0 62,713 D
Stock Option (Right to Buy) $30.07 03/06/2014 M 20,000 03/01/2014(4) 04/30/2014 Common Stock 20,000 $0 0 D
Explanation of Responses:
1. This award represents a grant of restricted stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death or disability.
2. Issuer withheld the maximum allowable shares to satisfy the tax withholding obligations associated with the vesting of restricted shares.
3. This transaction was executed in accordance with a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2013.
4. This transaction is in respect of the exercise of stock options granted under the Universal Compression Holdings, Inc. Incentive Stock Option Plan, fully vested and subject to expiration on April 30, 2014, and the subsequent same day sale of the shares acquired upon exercise of such stock options.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.64 to $40.88, inclusive.
6. This award represents a grant of stock options under the Exterran Holdings, Inc. 2013 Stock Incentive Plan and vests over a three-year period at the rate of one-third per year beginning on the first anniversary of the date of grant. Vesting is subject to acceleration due to a qualifying change of control and termination without Cause by the Company or for Good Reason by the reporting person. Any unvested portion of this award will be forfeited upon termination of service or employment, unless the termination is due to death, disability or retirement.
Remarks:
Susan Miller, Attorney-in-fact 03/06/2014
** 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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