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*
OBUS NELSON

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LAYNE CHRISTENSEN CO [ LAYN ]
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)
09/10/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/12/2012 P 15,200 A $18.05 15,890 I See footnote(1)
Common Stock 09/12/2012 P 22,500 A $18.05 22,500 I See footnote(2)
Common Stock 09/12/2012 P 12,300 A $18.05 12,300 I See footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (4) 04/01/2012 A 281.82 (5) (5) Common Stock 281.82 $22.177 8,033.15 D
1. Name and Address of Reporting Person*
OBUS NELSON

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD

(Last) (First) (Middle)
450 SEVENTH AVE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
450 SEVENTH AVE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL INC

(Last) (First) (Middle)
450 SEVENTH AVE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LANDES JOSHUA

(Last) (First) (Middle)
450 SEVENTH AVE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
Explanation of Responses:
1. On the date hereof, Nelson Obus has an indirect beneficial ownership interest in 15,890 shares of common stock of Layne Christensen Co (LAYN) as a co-managing member of Wynnefield Capital Management, LLC ("WCM"), the sole general partner of Wynnefield Partners Small Cap Value L.P.
2. On the date hereof, Nelson Obus has an indirect beneficial ownership interest in 22,500 shares of common stock as a co-managing member of WCM, the sole general partner of Wynnefield Partners Small Cap Value L.P. I.
3. On the date hereof, Nelson Obus has an indirect beneficial ownership interest in 12,300 shares of common stock as a principal executive officer of Wynnefield Capital, Inc. ("WCI"), the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.
4. The Conversion or Exercise Price is 1 for 1.
5. The Phantom Stock Units directly owned by Nelson Obus were accrued under the Layne Christensen Company Deferred Compensation Plan for Directors and are to be settled 100% in cash. The Phantom Stock Units are to be settled within thirty (30) days after (i) the date pre-selected by the Reporting Person or (ii) the date the Reporting Person ceases to be a Director.
Remarks:
This Form 4 is being filed jointly by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Nelson Obus and Joshua Landes (each, a "Reporting Person"), as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"). Each of the Reporting Persons maintains an office at the same address. Each of the Reporting Persons identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities.
/s/ Nelson Obus, Individually 09/12/2012
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 09/12/2012
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 09/12/2012
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President 09/12/2012
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 09/12/2012
WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 09/12/2012
/s/ Joshua Landes, Individually 09/12/2012
** 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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