0001615817-19-000078.txt : 20191104 0001615817-19-000078.hdr.sgml : 20191104 20191104195114 ACCESSION NUMBER: 0001615817-19-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191031 FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRIVER WILLIAM D. CENTRAL INDEX KEY: 0001526092 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38023 FILM NUMBER: 191191276 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: King Merger Sub II LLC CENTRAL INDEX KEY: 0001615817 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 814808566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3990 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-325-6000 MAIL ADDRESS: STREET 1: 3990 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: C&J Energy Services, Inc. DATE OF NAME CHANGE: 20170109 FORMER COMPANY: FORMER CONFORMED NAME: C&J Energy Services Ltd. DATE OF NAME CHANGE: 20150324 FORMER COMPANY: FORMER CONFORMED NAME: Nabors Red Lion Ltd DATE OF NAME CHANGE: 20140805 4 1 wf-form4_157291505963911.xml FORM 4 X0306 4 2019-10-31 1 0001615817 King Merger Sub II LLC CJ 0001526092 DRIVER WILLIAM D. 3990 ROGERDALE ROAD HOUSTON TX 77042 0 1 0 0 See Remarks Common Stock 2019-10-31 4 D 0 17865 D 0 D Restricted Share Units 2019-10-31 4 D 0 21221 D Common Stock 21221.0 0 D Performance Shares 2019-10-31 4 D 0 16977 D Common Stock 16977.0 0 D Disposed upon the effectiveness of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), Keane Group, Inc. ("Keane") and King Merger Sub Corp., a wholly owned subsidiary of Keane ("Merger Sub") (the "Merger Agreement"), pursuant to which Merger Sub merged with and into C&J, with C&J as the surviving corporation and wholly owned subsidiary of Keane. At the effective time of the merger (the "Effective Time"), each outstanding share of C&J common stock was converted into the right to receive 1.6149 shares of Keane common stock (the "Exchange Ratio") and a cash payment in lieu of fractional shares. Exercisable in three annual installments beginning one year after the grant date of December 11, 2018. The units settle in C&J common stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors of C&J. Pursuant to the Merger Agreement, at the Effective Time, each outstanding unit was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such unit and (y) the Exchange Ratio. The performance shares vest on the third anniversary of the grant date, December 11, 2021, subject to the achievement of certain levels of total shareholder returns relative to a peer group established by the Compensation Committee of the Board of Directors of C&J. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share, other than a vested performance share, was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the Exchange Ratio. Each vested performance share was deemed to have been settled with shares of C&J common stock and the reporting person received a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock deemed to have been received in respect of the vested performance shares and (y) the Exchange Ratio, and a cash payment in lieu of fractional shares. President - Well Construction, Intervention and Completion Services Valorie Wanner, attorney in fact 2019-11-04