0001615817-19-000079.txt : 20191104
0001615817-19-000079.hdr.sgml : 20191104
20191104195135
ACCESSION NUMBER: 0001615817-19-000079
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: van Gaalen Jan Kees
CENTRAL INDEX KEY: 0001575608
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38023
FILM NUMBER: 191191279
MAIL ADDRESS:
STREET 1: 10205 WESTHEIMER, SUITE 1000
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_157291507789328.xml
FORM 4
X0306
4
2019-10-31
1
0001615817
King Merger Sub II LLC
CJ
0001575608
van Gaalen Jan Kees
3990 ROGERDALE
HOUSTON
TX
77042
0
1
0
0
Chief Financial Officer
Restricted Share Units
2019-10-31
4
D
0
45059
D
Common Stock
45059.0
0
D
Performance Shares
2019-10-31
4
D
0
36047
D
Common Stock
36047.0
0
D
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.
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. Pursuant to the Merger Agreement, at the effective time of the merger, 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) 1.6149.
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 of the merger, 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) 1.6149.
/s/Valorie Wanner, as attorney in fact
2019-11-04