SEC Form 4: Chai Trust Co Llc returned 8,157,415 shares to the company
$EXTN
Diversified Commercial Services
Consumer Discretionary
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Exterran Corp [ EXTN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2022 | ||||||||||||||||||||||||||
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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 | 10/13/2022 | D(1) | 4,618,973 | D | (1) | 0 | I | By EGI-Fund C, L.L.C.(2) | ||
| Common Stock | 10/13/2022 | D(1) | 447,567 | D | (1) | 0 | I | By EGI-Fund (05-07) Investors, L.L.C.(3) | ||
| Common Stock | 10/13/2022 | D(1) | 332,327 | D | (1) | 0 | I | By EGI-Fund (08-10) Investors, L.L.C.(4) | ||
| Common Stock | 10/13/2022 | D(1) | 908,742 | D | (1) | 0 | I | By EGI-Fund (11-13) Investors, L.L.C.(5) | ||
| Common Stock | 10/13/2022 | D(1) | 1,849,806 | D | (1) | 0 | I | By EGI-Fund B, L.L.C.(6) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On January 24, 2022, the Issuer, Enerflex Ltd., a Canadian corporation ("Successor"), and Enerflex US Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Successor, entered into a definitive Agreement and Plan of Merger ("Merger Agreement"). Subject to the terms and conditions of the Merger Agreement, each share of common stock of the Company was converted into the right to receive 1.021 Successor common shares. As a result of the completion on October 13, 2022 of the transactions contemplated by the Merger Agreement, the Reporting Person ceased to be the beneficial owner of any shares of Common Stock of the Issuer. |
| 2. Chai Trust Company, LLC is the managing member of EGI-Fund C, L.L.C. and accordingly may be deemed to beneficially own these shares of Common Stock held directly by EGI-Fund C, L.L.C. |
| 3. Chai Trust Company, LLC is the non-member manager of EGI-Fund (05-07) Investors, L.L.C. and accordingly may be deemed to beneficially own these shares of Common Stock held directly by EGI-Fund (05-07) Investors, L.L.C. |
| 4. Chai Trust Company, LLC is the non-member manager of EGI-Fund (08-10) Investors, L.L.C. and accordingly may be deemed to beneficially own these shares of Common Stock held directly by EGI-Fund (08-10) Investors, L.L.C. |
| 5. Chai Trust Company, LLC is the non-member manager of EGI-Fund (11-13) Investors, L.L.C. and accordingly may be deemed to beneficially own these shares of Common Stock held directly by EGI-Fund (11-13) Investors, L.L.C. |
| 6. Chai Trust Company, LLC is the managing member of EGI-Fund B, L.L.C. and accordingly may be deemed to beneficially own these shares of Common Stock held directly by EGI-Fund B, L.L.C. |
| Chai Trust Company, LLC; By: /s/ Joseph Miron, Chief Legal Officer | 01/03/2023 | |
| EGI-Fund C, L.L.C.; By: /s/ Joseph Miron, Vice President | 01/03/2023 | |
| ** 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. | ||