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^*

WOODS JAMES D

(Last)

(First)

(Middle)

11700 KATY FREEWAY, SUITE 300

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Complete Production Services, Inc. [ CPX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2006

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	04/26/2006		P		378	A	$24	378	I	As UGMA for grandchild
Common Stock	02/01/2012		D		501⁽¹⁾	D	⁽¹⁾	0⁽¹⁾	I	As UGMA for grandchild
Common Stock	02/07/2012		D		79,422⁽²⁾⁽³⁾	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)

Explanation of Responses:

1. The 505 shares reported on this line item (the "Net Indirect Shares") represent the net shares held indirectly by the Reporting Person following the acquisition of 378 shares on 4/26/2006 reported herein, the subsequent acquisition of an additional 505 shares on 11/24/2009 reported on Form 4 filed on 11/25/2009 and the subsequent disposition of 378 shares on 8/16/2010 reported on Form 4 filed on 8/16/2010. The Net Indirect Shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Superior Energy Services, Inc. ("Superior") and an indirect wholly owned subsidiary of Superior in exchange for 0.945 shares of Superior common stock per share of Issuer common stock, plus $7.00 in cash, without interest, plus cash in lieu of any fractional shares of Superior common stock (the "Merger Consideration").

2. Except as set forth in note 3 below, disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.

3. Includes 5,045 unvested shares of Issuer restricted stock held by the Reporting Person, which were converted into 1.199916 shares of Superior restricted stock per share of Issuer restricted stock. The shares of Superior restricted stock vest in three equal annual installments commencing January 31, 2013, subject to continued service with Superior.

Remarks:

	/s/ James F. Maroney III, Attorney-in-Fact for James D. Woods	02/07/2012
	** 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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