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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 | ||||||||
Restricted Stock Units | (1) | 05/01/2014 | A | 8,450 | (2) | (2) | Common Stock | 8,450 | $ 0 | 8,450 | D | ||||
Performance Shares | (1) | 04/10/2015 | A | 43,986 | (3) | (3) | Common Stock | 43,986 | $ 0 | 43,986 | D | ||||
Restricted Stock Units | (1) | 05/01/2015 | M | 8,450 | (2) | (2) | Common Stock | 8,450 | $ 0 | 0 | D | ||||
Performance Shares | (1) | 04/01/2016 | A | 19,210 | (4) | (4) | Common Stock | 19,210 | $ 0 | 19,210 | D | ||||
Performance Shares | (1) | 04/03/2017 | A | 35,224 | (5) | (5) | Common Stock | 35,224 | $ 0 | 35,224 | D | ||||
Restricted Stock Units | (1) | 05/01/2017 | M | 1,798 | (6) | (6) | Common Stock | 1,798 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PURLEE LARRY LAYNE CHRISTENSEN COMPANY 1800 HUGHES LANDING BLVD, SUITE 800 THE WOODLANDS, TX 77380 |
Division President - Inliner |
/s/Steven F. Crooke, Attorney-in-Fact for Larry Purlee | 04/13/2018 | |
**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) | Each restricted stock unit and performance share represents a contingent right to receive one share of Layne common stock. |
(2) | The restricted stock units vest on the earlier of (i) the reporting person's retirement after the age of 60 and five years or more of employment with the company, or (ii) May 1, 2015, provided the reporting person remains employed by the company until such date. |
(3) | The performance shares will vest in one-third increments upon the achievement of a price of $7.88 $9.19 and $10.50 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 10, 2015, and ending on April 10, 2018. Mr. Purlee must also remain employed by Layne during the three-year period. |
(4) | The performance shares will vest in one-third increments upon the achievement of a price of $10.56, $12.32, and $14.08 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 1, 2016 and ending on April 1, 2019. Mr. Purlee must also remain employed by Layne during the three-year period. |
(5) | The performance shares will vest in one-third increments upon the achievement of a price of $11.19, $12.81 and $14.59 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 3, 2017 and ending on April 3, 2020. Mr. Purlee must also remain employed by Layne during the three-year period. |
(6) | The restricted stock units vest on the earlier of (i) the reporting person's retirement after the age of 60 and five years or more of employment with the company, or (ii) May 1, 2017, provided the reporting person remains employed by the company until such date. |