Statement of Changes in Beneficial Ownership (4)
14 April 2018 - 8:10AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
PURLEE LARRY
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2. Issuer Name
and
Ticker or Trading Symbol
LAYNE CHRISTENSEN CO
[
LAYN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Division President - Inliner
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(Last)
(First)
(Middle)
LAYNE CHRISTENSEN COMPANY, 1800 HUGHES LANDING BLVD, SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2014
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(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/1/2015
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M
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8450
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A
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(1)
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9841
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D
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Common Stock
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5/1/2015
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F
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2695
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D
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$6.72
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7146
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D
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Common Stock
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5/1/2017
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M
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1798
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A
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(1)
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8944
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D
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Common Stock
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5/1/2017
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F
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572
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D
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$7.97
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8372
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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5/1/2014
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A
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8450
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(2)
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(2)
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Common Stock
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8450
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$0
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8450
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D
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Performance Shares
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(1)
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4/10/2015
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A
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43986
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(3)
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(3)
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Common Stock
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43986
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$0
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43986
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D
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Restricted Stock Units
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(1)
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5/1/2015
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M
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8450
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(2)
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(2)
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Common Stock
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8450
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$0
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0
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D
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Performance Shares
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(1)
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4/1/2016
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A
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19210
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(4)
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(4)
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Common Stock
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19210
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$0
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19210
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D
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Performance Shares
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(1)
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4/3/2017
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A
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35224
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(5)
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(5)
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Common Stock
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35224
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$0
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35224
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D
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Restricted Stock Units
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(1)
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5/1/2017
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M
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1798
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(6)
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(6)
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Common Stock
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1798
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$0
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0
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit and performance share represents a contingent right to receive one share of Layne common stock.
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(2)
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The restricted stock units vest on the earlier of (i) the reporting person's retirement after the age of 60 and five years or more of employment with the company, or (ii) May 1, 2015, provided the reporting person remains employed by the company until such date.
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(3)
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The performance shares will vest in one-third increments upon the achievement of a price of $7.88 $9.19 and $10.50 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 10, 2015, and ending on April 10, 2018. Mr. Purlee must also remain employed by Layne during the three-year period.
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(4)
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The performance shares will vest in one-third increments upon the achievement of a price of $10.56, $12.32, and $14.08 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 1, 2016 and ending on April 1, 2019. Mr. Purlee must also remain employed by Layne during the three-year period.
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(5)
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The performance shares will vest in one-third increments upon the achievement of a price of $11.19, $12.81 and $14.59 for Layne common stock. For vesting to occur, the stock price must remain at or above the specified price for at least thirty (30) consecutive trading days during the three-year period beginning on April 3, 2017 and ending on April 3, 2020. Mr. Purlee must also remain employed by Layne during the three-year period.
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(6)
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The restricted stock units vest on the earlier of (i) the reporting person's retirement after the age of 60 and five years or more of employment with the company, or (ii) May 1, 2017, provided the reporting person remains employed by the company until such date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PURLEE LARRY
LAYNE CHRISTENSEN COMPANY
1800 HUGHES LANDING BLVD, SUITE 800
THE WOODLANDS, TX 77380
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Division President - Inliner
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Signatures
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/s/Steven F. Crooke, Attorney-in-Fact for Larry Purlee
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4/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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