X0202 4 2007-02-02 0 0001316656 Dresser-Rand Group Inc. DRC 0001274073 FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 0001274074 FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark (1) 0001274075 FIRST RESERVE FUND X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 Common Stock 2007-02-02 4 A 0 10425 0.00 A 11607406 I See Footnotes Consists of 3,475 restricted stock units granted by the Issuer under its 2005 Directors Stock Incentive Plan to each of William E. Macaulay, Mark A. McComiskey, and Kenneth W. Moore. Each of Messrs. Macaulay, McComiskey and Moore are Directors of the Issuer and officers of GP X, Inc. Consists of 11,596,981 shares owned by Interholding (as defined below), and the 10,425 aggregate restricted stock units granted to Messrs. Macaulay, McComiskey and Moore as reported herein. Each Reporting Person has elected to report on an aggregate basis indirect beneficial ownership of all of the shares held for the account of Interholding. Each Reporting Person disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. This Form 4 is filed on behalf of First Reserve GP X, Inc. ("GP X Inc."), First Reserve GP X, L.P. ("GP X"), and First Reserve Fund X, L.P. ("Fund X" and collectively with GP X Inc. and GP X, the "Fund Entities"). D-R Interholding, LLC ("Interholding") is 100% owned by Dresser-Rand Holdings, LLC ("Holdings"). As a managing member of Holdings, Fund X may be deemed to share indirect beneficial ownership of any shares held for the account of Interholding. GP X is the general partner of Fund X and GP X Inc. is the general partner of GP X. In such capacities, GP X and GP X Inc. may be deemed to share indirect beneficial ownership of any shares held for the account of Interholding. The Fund Entities are entitled to a portion of the profits from the sale of the Issuer securities acquired by Messrs. Macaulay, McComiskey and Moore as reported herein, and therefore the Fund Entities may be deemed to share beneficial ownerhship of the 10,425 aggregate restricted stock units granted to them. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the shares covered by this Statement. (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 GP X, Inc., 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 X, L.P. First Reserve GP X, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund X, L.P. Anne E. Gold, Secretary 2007-02-06 Anne E. Gold, In the Capacity Described in Remark (2) 2007-02-06 Anne E. Gold, In the Capacity Described in Remark (2) 2007-02-06