09/10/2024 | Press release | Distributed by Public on 09/10/2024 18:52
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Amberjack Capital Partners, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Amberjack Capital Fund II, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Amberjack Capital GP II, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Amberjack Capital Associates II, LLC 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Amberjack Management, LLC 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Connelly, W. Patrick 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Turowsky Jason 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Innovex Co-Invest Fund II, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Innovex Co-Invest Fund II GP, L.P. 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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Innovex Co-Invest Associates, LLC 1021 MAIN STREET, SUITE 1100 HOUSTON, TX77002 |
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AMBERJACK CAPITAL PARTNERS, L.P., By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Co-Managing Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
AMBERJACK CAPITAL FUND II, L.P., By: Amberjack Capital GP II, L.P., its general partner, By: Amberjack Capital Associates II, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
AMBERJACK CAPITAL GP II, L.P., By: Amberjack Capital Associates II, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
AMBERJACK CAPITAL ASSOCIATES II, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
AMBERJACK MANAGEMENT, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
W. PATRICK CONNELLY, /s/ Matt Steinheider, as Attorney-in-Fact for W. Patrick Connelly | 2024-09-10 |
**Signature of Reporting Person | Date |
JASON TUROWSKY, /s/ Matt Steinheider, as Attorney-in-Fact for Jason Turowsky | 2024-09-10 |
**Signature of Reporting Person | Date |
INNOVEX CO-INVEST FUND II, L.P., By: Innovex Co-Invest Fund II GP, L.P., its general partner, By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
INNOVEX CO-INVEST FUND II GP, L.P., By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
INNOVEX CO-INVEST ASSOCIATES, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner | 2024-09-10 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | These securities of Innovex International, Inc. (the "Issuer") are held directly by Amberjack Capital Fund II, L.P. Acquired in exchange for 10,819,352 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 10,819,352 shares of common stock of Innovex Downhole were cancelled and converted into 21,773,618 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to that certain Agreement and Plan of Merger dated March 18, 2024, by and among Dril-Quip, Inc., Ironman Merger Sub, Inc., DQ Merger Sub, LLC, and Innovex Downhole (the "Merger Agreement"). |
(2) | These securities of the Issuer are held directly by Innovex Co-Invest Fund II, L.P. Acquired in exchange for 2,526,232 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 2,526,232 shares of common stock of Innovex Downhole were cancelled and converted into 5,083,965 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
(3) | These securities of Innovex International, Inc. (the "Issuer") are held directly by Innovex Co-Invest Fund, L.P. Acquired in exchange for 598,719 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 598,719 shares of common stock of Innovex Downhole were cancelled and converted into 1,204,903 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
(4) | These securities of the Issuer are held directly by Intervale Capital Fund II, L.P. Acquired in exchange for 516,462 shares of common stock of Innovex Downhole. 516,462 shares of common stock of Innovex Downhole were cancelled and converted into 1,039,364 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
(5) | These securities of the Issuer are held directly by Intervale Capital Fund III, L.P. Acquired in exchange for 132,900 shares of common stock of Innovex Downhole. 132,900 shares of common stock of Innovex Downhole were cancelled and converted into 267,457 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
(6) | These securities of the Issuer are held directly by Intervale Capital Fund II-A, L.P. Acquired in exchange for 256 shares of common stock of Innovex Downhole. 256 shares of common stock of Innovex Downhole were cancelled and converted into 515 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement. |
(7) | The general partner of (i) Amberjack Capital Fund II, L.P. is Amberjack Capital GP II, L.P., and the general partner of such general partner is Amberjack Capital Associates II, LLC, (ii) Innovex Co-Invest Fund II, L.P. is Innovex Co-Invest Fund II GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iii) Innovex Co-Invest Fund, L.P. is Innovex Co-Invest Fund GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iv) Intervale Capital Fund II, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, (v) Intervale Capital Fund II-A, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, and (vi) Intervale Capital Fund III, L.P. is Intervale Capital GP III, L.P., and the general partner of such general partner is Intervale Capital Associates III, LLC. |
(8) | (Continued from footnote 7) Funds affiliated with Amberjack Capital Partners, L.P. ("Amberjack Capital Partners") are referred to as the "Amberjack Funds". |
(9) | By virtue of their relationships, the foregoing general partners control all voting and dispositive power over the reported shares held by such Amberjack Fund and therefore may be deemed to be the beneficial owner of such shares. The sole member of Amberjack Capital Associates II, LLC, Innovex Co-Invest Associates, LLC, Intervale Capital Associates II, LLC and Intervale Capital Associates III, LLC is Amberjack Capital Partners, and the general partner of Amberjack Capital Partners is Amberjack Management, LLC ("Amberjack Management"). By virtue of their relationships, Amberjack Capital Partners and Amberjack Management control all voting and dispositive power over the reported shares held by all the Amberjack Funds and therefore may be deemed to be the beneficial owner of such shares. Mr. Connelly and Mr. Turowsky are co-managing partners of Amberjack Management. |
(10) | (Continued from footnote 9) Mr. Connelly and Mr. Turowsky disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. |