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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 31.65 | 08/20/2007 | D(3) | 50,523 | (4) | 12/11/2010 | Common Stock | 50,523 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 33.6 | 08/20/2007 | D(3) | 17,024 | (4) | 04/20/2011 | Common Stock | 17,024 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 21.3 | 08/20/2007 | D(3) | 20,306 | (4) | 02/19/2012 | Common Stock | 20,306 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 30.07 | 08/20/2007 | D(3) | 21,675 | (4) | 04/30/2014 | Common Stock | 21,675 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 38.15 | 08/20/2007 | D(3) | 22,000 | (4) | 03/09/2015 | Common Stock | 22,000 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 43.39 | 08/20/2007 | D(3) | 25,000 | (4) | 03/03/2016 | Common Stock | 25,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DANNER ERNIE L 4444 BRITTMOORE ROAD HOUSTON, TX 77041 |
X | Exec VP & COO |
Kelly M. Battle, Attorney-in-Fact for Ernie L. Danner | 08/20/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On August 20, 2007, Universal Compression Holdings, Inc. (Issuer) merged into a wholly owned subsidiary of Exterran Holdings, Inc. (Successor) pursuant to the Agreement and Plan of Merger, dated as of February 5, 2007, as amended on June 25, 2007 (Merger Agreement), by and among Issuer, Successor, Hanover Compressor Company, Ulysses Sub, Inc. and Hector Sub, Inc. In connection with the merger, each share of Issuer's common stock was converted into the right to receive one share of Successor's common stock. |
(2) | Includes 979 shares through the Employee Supplemental Savings Plan, 4,690 shares through the Employee Stock Purchase Plan (of which 4,029 of these are held directly)and 1,340 shares through the 401(k) Plan. |
(3) | Pursuant to the Merger Agreement, each option to purchase one share of Issuer's common stock was converted into an option to purchase one share of Successor's common stock in connection with the merger. |
(4) | Pursuant to the Merger Agreement, each outstanding and unvested stock option of the reporting person granted under the Universal Incentive Stock Option Plan became fully vested upon the closing of the merger on August 20, 2007 and converted into an option to acquire Successor common stock, on the same terms and conditions as were applicable under the Universal Incentive Stock Option. |