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^*

WILLIAMS DEWAYNE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Ctroller, CAO, Asst Treas.

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2012

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	02/07/2012		D		17,585	D	⁽¹⁾	0	D
Common Stock	02/07/2012		D		13,233	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)
Stock Option (Right to Buy)	$6.78	02/07/2012		D			6,667	⁽³⁾	07/01/2019	Common Stock	6,667	⁽³⁾	0	D
Stock Option (Right to Buy)	$12.53	02/07/2012		D			11,400	⁽³⁾	01/29/2020	Common Stock	11,400	⁽³⁾	0	D
Stock Option (Right to Buy)	$27.94	02/07/2012		D			7,200	⁽³⁾	01/31/2021	Common Stock	7,200	⁽³⁾	0	D
Stock Option (Right to Buy)	$33.7	02/07/2012		D			6,500	⁽³⁾	01/31/2022	Common Stock	6,500	⁽³⁾	0	D

Explanation of Responses:

1. 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.

2. Represents unvested shares of Issuer restricted stock. Each unvested share of Issuer restricted stock was disposed of pursuant to the Merger Agreement and converted into 1.199916 shares of Superior restricted stock, rounded up to the nearest whole share. The shares of Superior restricted stock will vest according to the vesting schedule of the Issuer awards of restricted stock, subject to continued service with Superior.

3. Disposed of pursuant to the Merger Agreement in exchange for a number of options to purchase shares of Superior common stock equal to the number of Issuer options reflected in this line item, multiplied by the stock option exchange ratio of 1.199916, rounded down to the nearest share. The exercise price of the Superior options will be equal to the exercise price of the corresponding Issuer options, divided by 1.199916, rounded up to the nearest whole cent. The Superior options vest according to the vesting schedule of the Issuer options, subject to continued service with Superior.

Remarks:

	/s/ James F. Maroney III, Attorney-in-Fact for Dewayne Williams	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).
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