James Carl Stewart - Sep 1, 2023 Form 4/A Insider Report for PATTERSON UTI ENERGY INC (PTEN)

Role
Director
Signature
By Forrest Robinson pursuant to a limited power of attorney filed with the SEC on 09/06/2023 /s/Forrest Robinson
Stock symbol
PTEN
Transactions as of
Sep 1, 2023
Transactions value $
$0
Form type
4/A
Date filed
3/4/2024, 04:16 PM
Date Of Original Report
Sep 6, 2023
Previous filing
Jun 16, 2023
Next filing
Sep 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTEN Common Stock, $.01 par value per share Award +96.2K 96.2K Sep 1, 2023 Direct F1, F2
transaction PTEN Common Stock, $.01 par value per share Award +1.34M 1.34M Sep 1, 2023 By JCS Partners LP F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PTEN Stock Option (Right to Buy) Award +135K 135K Sep 1, 2023 Common Stock, $.01 par value per share 135K $20.79 Direct F4, F5
transaction PTEN Stock Option (Right to Buy) Award +23.1K 23.1K Sep 1, 2023 Common Stock, $.01 par value per share 23.1K $18.85 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Held by JCS Partners LP, a limited partnership over which the reporting person exercises ownership and control.
F4 On September 6, 2023, the Reporting Person filed a Form 4 which inadvertently reported incorrect numbers of stock options acquired in the Mergers due to immaterial rounding errors and misstated the expiration date of certain stock options. These items have been corrected in this amendment, which reports 2 additional stock options.
F5 These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $15.63 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio.
F6 These fully vested stock options were acquired by the Reporting Person in the Mergers in exchange for stock options to purchase shares of common stock of NexTier for $14.17 per share held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio.