Kenneth M. Fisher - Dec 20, 2024 Form 4 Insider Report for ChampionX Corp (CHX)

Role
EVP & CFO
Signature
/s/ Julia Wright, as attorney-in-fact
Stock symbol
CHX
Transactions as of
Dec 20, 2024
Transactions value $
-$1,281,815
Form type
4
Date filed
12/26/2024, 09:32 PM
Previous filing
Oct 30, 2024
Next filing
Jan 3, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHX Common Stock Award $0 +43.8K +23.28% $0.00 232K Dec 20, 2024 Direct F1, F2
transaction CHX Common Stock Tax liability -$444K -17.2K -7.43% $25.79 215K Dec 20, 2024 Direct F3
transaction CHX Common Stock Tax liability -$837K -32.5K -15.13% $25.79 182K Dec 20, 2024 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the acceleration and settlement of performance share awards (the "PSA Settlement"). The PSA Settlement, as well as the early settlement of previously reported restricted stock unit award grants by the issuance of shares of restricted common stock (the "RSU Settlement"), occurred in connection with the Issuer's mitigation of the potential impact to certain employees under Sections 280G and 4999 of the U.S. Internal Revenue Code, as amended, resulting from the treatment of potential payments that may be made in connection with the merger between the Company, Schlumberger Limited, a Curacao corporation ("SLB"), Sodium Holdco, Inc., a Delaware corporation and indirect wholly owned subsidiary of SLB ("Sodium US"), and Sodium Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SLB and Sodium US ("Merger Sub"),
F2 (Continued from footnote 1) pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer surviving the merger as an indirect wholly owned subsidiary of SLB. The restricted stock remains subject to the same vesting schedules as the applicable restricted stock unit awards.
F3 Represents common stock withheld to cover taxes resulting from the PSA Settlement.
F4 Represents common stock withheld to cover taxes resulting from the settlement of previously reported restricted stock unit awards, which remain subject to the same vesting schedules as the corresponding restricted stock unit awards.