0001209191-24-004214.txt : 20240304 0001209191-24-004214.hdr.sgml : 20240304 20240304162347 ACCESSION NUMBER: 0001209191-24-004214 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230901 FILED AS OF DATE: 20240304 DATE AS OF CHANGE: 20240304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gillard Matthew CENTRAL INDEX KEY: 0001878197 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39270 FILM NUMBER: 24715246 MAIL ADDRESS: STREET 1: 3990 ROGERDALE RD. CITY: HOUSTON STATE: TX ZIP: 77042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON UTI ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10713 WEST SAM HOUSTON PARKWAY NORTH STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77064 BUSINESS PHONE: 2817657100 MAIL ADDRESS: STREET 1: 10713 WEST SAM HOUSTON PARKWAY NORTH STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77064 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON ENERGY INC DATE OF NAME CHANGE: 19940228 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0508 4/A 2023-09-01 2023-09-06 0 0000889900 PATTERSON UTI ENERGY INC PTEN 0001878197 Gillard Matthew 10713 W SAM HOUSTON PKWY N SUITE 800 HOUSTON TX 77064 0 1 0 0 President-Completions 0 Common Stock, $.01 par value per share 2023-09-01 4 A 0 65058 A 65058 D Restricted Stock Units 2023-09-01 4 A 0 270470 A Common Stock, $.01 par value per share 270470 270470 D Cash-Settled Restricted Stock Units 2023-09-01 4 A 0 244889 A Common Stock, $.01 par value per share 244889 244889 D This Form 4 reports securities acquired in connection with the mergers (the "Mergers") contemplated by that certain Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc. (the "Issuer"), certain subsidiaries of the Issuer, and NexTier Oilfield Solutions Inc. ("NexTier"). On September 1, 2023, as a result of the Mergers contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock of NexTier was converted automatically into the right to receive 0.7520 (the "Exchange Ratio") shares of common stock of the Issuer, with cash paid in lieu of the issuance of any fractional shares of the Issuer's common stock. The shares of the Issuer's common stock reported above were acquired by the Reporting Person in respect of the shares of common stock of NexTier owned by the Reporting Person immediately prior to the Effective Time. On the trading day immediately prior to the Effective Time, the closing price of the Issuer's common stock was $14.14 per share and the closing price of NexTier's common stock was $10.61 per share. On September 6, 2023, the Reporting Person filed a Form 4 which inadvertently reported an incorrect number of restricted stock units acquired in the Mergers due to immaterial rounding errors. These items have been corrected in this amendment, which reports 2 additional restricted stock units. These restricted stock units ("RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier restricted stock units and performance stock units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The RSUs will vest in accordance with the following schedule: (i) 18,682 on January 2, 2024, (ii) 40,406 on January 3, 2024, (iii) 24,816 on August 16, 2024, (iv) 18,133 on January 2, 2025, (v) 40,407 on January 3, 2025, (vi) 109,894 on December 31, 2025 and (vii) 18,132 on January 2, 2026. Each RSU represents the right to receive a share of the Issuer's common stock or a cash payment in lieu thereof. These cash-settled restricted stock units ("Cash-Settled RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier performance units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The Cash-Settled RSUs will fully vest on December 31, 2024. Each Cash-Settled RSU represents the right to receive a cash payment equal to the fair market value of a share of the Issuer's common stock on the settlement date. By Forrest Robinson pursuant to a limited power of attorney filed with the SEC on 09/06/2023 /s/Forrest Robinson 2024-03-04