SEC FORM 4 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*
TAYLOR CINDY B

(Last) (First) (Middle)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 4620

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OIL STATES INTERNATIONAL, INC [ OIS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
1.50% Convertible Senior Note(1) $44.89(1) 05/05/2020 P 1,000 02/15/2023(2) (2) Common Stock 22,274.8(3) $400.92(4) 22,274.8(3) D
Explanation of Responses:
1. The 1.50% Convertible Senior Notes (the "Notes") may be converted at the Insider's election (subject to restrictions) to shares of the Issuer's Common Stock (or the cash equivalent, at the Issuer's election), at a rate of 22.2748 shares of the Issuer's Common Stock per $1,000 of Notes, which results in an initial conversion price of $44.89. The conversion rate and price may be adjusted under certain circumstances as described in an Indenture dated January 30, 2018 between the Issuer and Wells Fargo Bank, National Association as trustee (filed as Exhibit 4.1 to the Issuer's Form 8-K dated February 2, 2018)(the "Indenture"), up to 30.6278 shares per $1,000 of Notes. The Conversion rate and price is also subject to customary anti-dilution adjustments, including stock splits, dividends, recapitalizations or similar events. The Notes bear interest at a rate of 1.50% per year until maturity, and interest is payable semi-annually in arrears on February 15 and August 15 of each year.
2. The date reflected here is the maturity date of the Notes, but the Notes may be converted by the Insider prior to this date pursuant to certain events set forth in the Indenture. The Notes do not have an expiration date.
3. The conversion rate is currently 22.2748 shares of the Issuer's Common Stock per $1,000 of Notes, but the conversion rate is subject to adjustments as described above.
4. The price of each Note was determined by multiplying the principal amount ($1,000,000) by 39.75% of par, and adding $3,416.67 of interest to the purchase amount for a total of $400,916.67. The total was then divided by 1,000.
Remarks:
Lloyd A. Hajdik, pursuant to power of attorney 05/07/2020
** 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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