| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INVX | Common Stock | Award | +21.8M | 21.8M | Sep 6, 2024 | By Amberjack Capital Fund II, L.P. | F1, F7, F8, F9, F10 | |||
| transaction | INVX | Common Stock | Award | +5.08M | 5.08M | Sep 6, 2024 | By Innovex Co-Invest Fund II, L.P. | F2, F7, F8, F9, F10 | |||
| transaction | INVX | Common Stock | Award | +1.2M | 1.2M | Sep 6, 2024 | Direct | F3, F7, F8, F9, F10 | |||
| transaction | INVX | Common Stock | Award | +1.04M | 1.04M | Sep 6, 2024 | By Intervale Capital Fund II, L.P. | F4, F7, F8, F9, F10 | |||
| transaction | INVX | Common Stock | Award | +267K | 267K | Sep 6, 2024 | By Intervale Capital Fund III, L.P. | F5, F7, F8, F9, F10 | |||
| transaction | INVX | Common Stock | Award | +515 | 515 | Sep 6, 2024 | By Intervale Capital Fund II-A, L.P. | F6, F7, F8, F9, F10 |
| Id | Content |
|---|---|
| F1 | These securities of Innovex International, Inc. (the "Issuer") are held directly by Amberjack Capital Fund II, L.P. Acquired in exchange for 10,819,352 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 10,819,352 shares of common stock of Innovex Downhole were cancelled and converted into 21,773,618 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to that certain Agreement and Plan of Merger dated March 18, 2024, by and among Dril-Quip, Inc., Ironman Merger Sub, Inc., DQ Merger Sub, LLC, and Innovex Downhole (the "Merger Agreement"). |
| F2 | These securities of the Issuer are held directly by Innovex Co-Invest Fund II, L.P. Acquired in exchange for 2,526,232 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 2,526,232 shares of common stock of Innovex Downhole were cancelled and converted into 5,083,965 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
| F3 | These securities of Innovex International, Inc. (the "Issuer") are held directly by Innovex Co-Invest Fund, L.P. Acquired in exchange for 598,719 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 598,719 shares of common stock of Innovex Downhole were cancelled and converted into 1,204,903 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
| F4 | These securities of the Issuer are held directly by Intervale Capital Fund II, L.P. Acquired in exchange for 516,462 shares of common stock of Innovex Downhole. 516,462 shares of common stock of Innovex Downhole were cancelled and converted into 1,039,364 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
| F5 | These securities of the Issuer are held directly by Intervale Capital Fund III, L.P. Acquired in exchange for 132,900 shares of common stock of Innovex Downhole. 132,900 shares of common stock of Innovex Downhole were cancelled and converted into 267,457 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
| F6 | These securities of the Issuer are held directly by Intervale Capital Fund II-A, L.P. Acquired in exchange for 256 shares of common stock of Innovex Downhole. 256 shares of common stock of Innovex Downhole were cancelled and converted into 515 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
| F7 | The general partner of (i) Amberjack Capital Fund II, L.P. is Amberjack Capital GP II, L.P., and the general partner of such general partner is Amberjack Capital Associates II, LLC, (ii) Innovex Co-Invest Fund II, L.P. is Innovex Co-Invest Fund II GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iii) Innovex Co-Invest Fund, L.P. is Innovex Co-Invest Fund GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iv) Intervale Capital Fund II, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, (v) Intervale Capital Fund II-A, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, and (vi) Intervale Capital Fund III, L.P. is Intervale Capital GP III, L.P., and the general partner of such general partner is Intervale Capital Associates III, LLC. |
| F8 | (Continued from footnote 7) Funds affiliated with Amberjack Capital Partners, L.P. ("Amberjack Capital Partners") are referred to as the "Amberjack Funds". |
| F9 | By virtue of their relationships, the foregoing general partners control all voting and dispositive power over the reported shares held by such Amberjack Fund and therefore may be deemed to be the beneficial owner of such shares. The sole member of Amberjack Capital Associates II, LLC, Innovex Co-Invest Associates, LLC, Intervale Capital Associates II, LLC and Intervale Capital Associates III, LLC is Amberjack Capital Partners, and the general partner of Amberjack Capital Partners is Amberjack Management, LLC ("Amberjack Management"). By virtue of their relationships, Amberjack Capital Partners and Amberjack Management control all voting and dispositive power over the reported shares held by all the Amberjack Funds and therefore may be deemed to be the beneficial owner of such shares. Mr. Connelly and Mr. Turowsky are co-managing partners of Amberjack Management. |
| F10 | (Continued from footnote 9) Mr. Connelly and Mr. Turowsky disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. |
This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. The first of two Forms 4 was filed by the designated filer Amberjack Capital Partners, L.P.