Chief Technology Officer Russell Steven J covered exercise/tax liability with 11,795 shares and was granted 43,390 shares, increasing direct ownership by 36% to 119,590 units (SEC Form 4)
$XPRO
Oilfield Services/Equipment
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXPRO GROUP HOLDINGS N.V. [ XPRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, nominal value Euro0.06 | 02/22/2025 | A | 38,670(1) | A | $0 | 126,665 | D | |||
| Common Stock, nominal value Euro0.06 | 02/22/2025 | A | 4,720(2) | A | $0 | 131,385 | D | |||
| Common Stock, nominal value Euro0.06 | 02/22/2025 | F | 9,482(3) | D | $13.06 | 121,903 | D | |||
| Common Stock, nominal value Euro0.06 | 02/24/2025 | F | 2,313(4) | D | $13.06 | 119,590(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents restricted stock units ("RSUs") granted under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. Each RSU represents a contingent right to receive, upon vesting, one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock"). The 38,670 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on February 22, 2026. |
| 2. Represents shares of Common Stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on October 1, 2021, under the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated. The PRSUs reported in this filing vested at 21.3% achievement. |
| 3. In connection with the vesting of shares of RSUs and PRSUs, the Issuer withheld 9,482 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 21, 2025. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer. |
| 4. In connection with the vesting of shares of RSUs, the Issuer withheld 2,313 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 21, 2025. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer. |
| 5. Also includes (i) 14,408 RSUs that will vest 50% on February 22, 2026 and 50% on February 22, 2027 and (ii) 5,878 RSUs that will vest on February 24, 2026. |
| /s/ Josh Hancock, as Attorney-in-Fact | 02/25/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||