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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OCEANEERING INTERNATIONAL INC [ OII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/02/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/28/2006 | G | V | 200 | D | $0 | 146,050(2) | D | ||
Common Stock | 05/18/2006 | G | V | 300 | D | $0 | 145,750(2) | D | ||
Common Stock | 06/01/2006 | M | 7,500 | A | $37.27 | 153,250 | D | |||
Common Stock | 06/01/2006 | S | 200 | D | $77.78 | 153,050 | D | |||
Common Stock | 06/01/2006 | S | 550 | D | $77.6 | 152,500 | D | |||
Common Stock | 06/01/2006 | S | 150 | D | $77.68 | 152,350 | D | |||
Common Stock | 06/01/2006 | S | 350 | D | $77.55 | 152,000 | D | |||
Common Stock | 06/01/2006 | S | 1,000 | D | $77.57 | 151,000 | D | |||
Common Stock | 06/01/2006 | S | 250 | D | $77.65 | 150,750 | D | |||
Common Stock | 06/01/2006 | S | 250 | D | $77.5 | 150,500 | D | |||
Common Stock | 06/01/2006 | S | 250 | D | $77.34 | 150,250 | D | |||
Common Stock | 06/01/2006 | S | 250 | D | $77.53 | 150,000 | D | |||
Common Stock | 06/01/2006 | S | 900 | D | $77.3 | 149,100 | D | |||
Common Stock | 06/01/2006 | S | 400 | D | $77.29 | 148,700 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.32 | 148,600 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.28 | 148,500 | D | |||
Common Stock | 06/01/2006 | S | 50 | D | $77.35 | 148,450 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.54 | 148,350 | D | |||
Common Stock | 06/01/2006 | S | 400 | D | $77.7 | 147,950 | D | |||
Common Stock | 06/01/2006 | S | 400 | D | $77.66 | 147,550 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.59 | 147,450 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.69 | 147,350 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.78 | 147,250 | D | |||
Common Stock | 06/01/2006 | S | 500 | D | $77.72 | 146,750 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.69 | 146,650 | D | |||
Common Stock | 06/01/2006 | S | 500 | D | $77.39 | 146,150 | D | |||
Common Stock | 06/01/2006 | S | 100 | D | $77.84 | 146,050 | D | |||
Common Stock | 06/01/2006 | S | 300 | D | $77.64 | 145,750(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right-to-buy) | $37.27 | 06/01/2006 | M | 7,500 | 06/27/2005 | 12/26/2009 | Common Stock | 7,500(1) | $0 | 0 | D |
Explanation of Responses: |
1. All numbers of shares and per share prices are shown without adjustment for a two-for-one stock split to be effected by means of a stock distribution with a record date of May 25, 2006 and distribution date of June 16, 2006, because ex-distribution trading has been deferred until June 19, 2006. |
2. Gifts were made prior to the two-for-one stock split. |
Remarks: |
On the original filing made on June 2, 2006, inadvertantly put date of earliest transaction in Box 3 as March 28, 2006 which transaction was a voluntary reporting for a gift (two gifts are reported on the Form, date of the first gift was March 28, 2006 and the date of the second gift was May 18, 2006). The date of earliest transaction required to be reported in Box 3 is June 1, 2006 which has been corrected in this Amendment. |
George R. Haubenreich, Jr., Attorney-in-Fact for T. Jay Collins | 06/29/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |