Edgar Filing: Stephens Douglas Glen

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stephens Douglas Glen

2. Issuer Name and Ticker or Trading Symbol
FRANK'S INTERNATIONAL N.V. [FI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former President and CEO

(Last)

(First)

(Middle)

10260 WESTHEIMER RD.

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2017

(Street)

HOUSTON, TX 77042

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value Euro 0.01 per share	10/19/2017		M		35,547	A	⁽¹⁾	37,320	D
Common Stock, par value Euro 0.01 per share	10/19/2017		A		26,126 ⁽²⁾	A	$ 0	63,446	D
Common Stock, par value Euro 0.01 per share	10/19/2017		F		16,869 ⁽³⁾	D	$ 6.97	46,577	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

⁽¹⁾

10/19/2017

35,547 ⁽⁴⁾

⁽⁴⁾

Common Stock

35,547

$ 0 ⁽⁴⁾

0 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stephens Douglas Glen 10260 WESTHEIMER RD. HOUSTON, TX 77042				Former President and CEO

Signatures

/s/ Douglas Stephens, by Joshua K. Hancock, as Attorney-in-Fact		10/20/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
(2)	Pursuant to that certain Separation Agreement (the "Separation Agreement") entered into by and between the reporting person and Frank's International N.V. (the "Issuer") on October 5, 2017, one-third of the performance-based RSU award granted to the reporting person on February 20, 2017 became vested, and the remaining two-thirds of such performance-based RSU award was cancelled for no consideration.
(3)	In connection with the vesting of shares of RSUs pursuant to the Frank's International N.V. 2013 Long-Term Incentive Plan and the Separation Agreement, the Issuer withheld vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on October 18, 2017. The withholding of vested shares pursuant to this award was approved by the Board of Supervisory Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer.
(4)	Pursuant to the Separation Agreement, one-third of the RSUs granted on each of November 15, 2016 and February 20, 2017 became vested, and the remaining two-thirds of the RSUs granted on each of November 15, 2016 and February 20, 2017 were forfeited for no consideration.

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