| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTEN | Common Stock, $.01 par value per share | +Grant/Award | +65,058 | 65,058 | Sep 1, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTEN | Restricted Stock Units | +Grant/Award | +270,470 | 270,470 | Sep 1, 2023 | Common Stock, $.01 par value per share | 270,470 | Direct | F3, F4 | ||||
| transaction | PTEN | Cash-Settled Restricted Stock Units | +Grant/Award | +244,889 | 244,889 | Sep 1, 2023 | Common Stock, $.01 par value per share | 244,889 | Direct | F5 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | On September 6, 2023, the Reporting Person filed a Form 4 which inadvertently reported an incorrect number of restricted stock units acquired in the Mergers due to immaterial rounding errors. These items have been corrected in this amendment, which reports 2 additional restricted stock units. |
| F4 | These restricted stock units ("RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier restricted stock units and performance stock units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The RSUs will vest in accordance with the following schedule: (i) 18,682 on January 2, 2024, (ii) 40,406 on January 3, 2024, (iii) 24,816 on August 16, 2024, (iv) 18,133 on January 2, 2025, (v) 40,407 on January 3, 2025, (vi) 109,894 on December 31, 2025 and (vii) 18,132 on January 2, 2026. Each RSU represents the right to receive a share of the Issuer's common stock or a cash payment in lieu thereof. |
| F5 | These cash-settled restricted stock units ("Cash-Settled RSUs") were acquired by the Reporting Person in the Mergers in exchange for NexTier performance units held by the Reporting Person immediately prior to the Effective Time based on the Exchange Ratio. The Cash-Settled RSUs will fully vest on December 31, 2024. Each Cash-Settled RSU represents the right to receive a cash payment equal to the fair market value of a share of the Issuer's common stock on the settlement date. |