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Olayan Saudi Holding Co

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165883
SEC CIK
0001741292

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
National Energy Services Reunited Corp.NESR · Entity 1154Director · 10% ownerJune 06, 2018June 08, 2018

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

National Energy Services Reunited Corp.

Report date June 06, 2018 · Filed June 08, 2018

Jointly reported with Olayan Financing Co

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary Shares, no par valueSEC Table I · non-derivativeIndirectSee Footnote16,393,810 Last balance in matching sequence After 2018-06-06 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2018-06-06 · Conversion · Acquired 13,340,448 · Balance 16,340,448

F1: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Row 2 · 2018-06-06 · Grant · Acquired 53,362 · Balance 16,393,810

F3: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

NPS SharesSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2018-06-06 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2018-06-06 · Conversion · Disposed 83,660,878 · Balance 0

F1: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $11.24 · Expires 2018-12-17IndirectSee Footnote4,446,816 Reported balance After 2018-06-06 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2018-06-06 · Grant · Acquired 4,446,816 · Balance 4,446,816

F3: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $11.24IndirectSee Footnote213,447 Reported balance After 2018-06-06 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2018-06-06 · Grant · Acquired 213,447 · Balance 213,447

F4: Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F2: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

F3: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F4: Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 06, 2018 Filed Jun 8, 2018 17:55 UTC National Energy Services Reunited Corp. NESR · Entity 1154 GrantOption (right to buy) · Derivative 213,447 Not disclosed Strike: $11.24 Not disclosed
Disclosure

SEC source: 0000947871-18-000501 · ss95306_4.xml · derivative · entry 5

Olayan Saudi Holding Co · CIK 0001741292 · Director · 10% owner

Olayan Financing Co Ltd. · CIK 0001741838 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 213,447

Underlying: Ordinary Shares · 213,447 shares

Expires not disclosed

F4 · price: Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.

F4 · derivative.exercise_date: Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.

F4 · derivative.expiration_date: Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.

F2 · ownership.nature: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Read SEC document
June 06, 2018 Filed Jun 8, 2018 17:55 UTC National Energy Services Reunited Corp. NESR · Entity 1154 GrantOption (right to buy) · Derivative 4,446,816 Not disclosed Strike: $11.24 Not disclosed
Disclosure

SEC source: 0000947871-18-000501 · ss95306_4.xml · derivative · entry 4

Olayan Saudi Holding Co · CIK 0001741292 · Director · 10% owner

Olayan Financing Co Ltd. · CIK 0001741838 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,446,816

Underlying: Ordinary Shares · 4,446,816 shares

Expires 2018-12-17

F3 · price: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F3 · derivative.exercise_date: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F2 · ownership.nature: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Read SEC document
June 06, 2018 Filed Jun 8, 2018 17:55 UTC National Energy Services Reunited Corp. NESR · Entity 1154 ConversionNPS Shares · Derivative 83,660,878 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-18-000501 · ss95306_4.xml · derivative · entry 3

Olayan Saudi Holding Co · CIK 0001741292 · Director · 10% owner

Olayan Financing Co Ltd. · CIK 0001741838 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Ordinary Shares · 13,340,448 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F1 · price: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F1 · derivative.expiration_date: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F2 · ownership.nature: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Read SEC document
June 06, 2018 Filed Jun 8, 2018 17:55 UTC National Energy Services Reunited Corp. NESR · Entity 1154 GrantOrdinary Shares, no par value 53,362 $11.24 $600,002.33
Disclosure

SEC source: 0000947871-18-000501 · ss95306_4.xml · nonDerivative · entry 2

Olayan Saudi Holding Co · CIK 0001741292 · Director · 10% owner

Olayan Financing Co Ltd. · CIK 0001741838 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,393,810

F3 · shares: Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.

F2 · ownership.nature: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Read SEC document
June 06, 2018 Filed Jun 8, 2018 17:55 UTC National Energy Services Reunited Corp. NESR · Entity 1154 ConversionOrdinary Shares, no par value 13,340,448 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-18-000501 · ss95306_4.xml · nonDerivative · entry 1

Olayan Saudi Holding Co · CIK 0001741292 · Director · 10% owner

Olayan Financing Co Ltd. · CIK 0001741838 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,340,448

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.

F2 · ownership.nature: The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.