04/30/2026 | Press release | Distributed by Public on 04/30/2026 14:06
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 04/29/2026 | A | 23,438 | (3) | (3) | Common Stock | (3) | $ 0 | 23,438 | D | ||||
| Restricted Stock Units | (4) | (4) | (4) | Common Stock | (4) | 28,626 | D | ||||||||
| Stock Option (right to buy) | (5) | (5) | (5) | Common Stock | (5) | 57,059(5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FURST JACK D 10370 RICHMOND AVENUE, SUITE 1000 HOUSTON, TX 77042 |
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| /s/ John Niedzwiecki, as Attorney-in-fact | 04/30/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | The Reporting Person is the trustee of JDF Long Term Trust ("JDF"). The Reporting Person may be deemed to have voting power and dispositive power over the shares held by JDF. |
| (2) | The Reporting Person disclaims any beneficial ownership of any shares of common stock held by Oak Stream Investors II, Ltd., other than his pecuniary interest therein. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 100% on April 29, 2027, the one-year anniversary of the grant date. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 100% on May 13, 2026, the one-year anniversary of the grant date. |
| (5) | All shares of common stock subject to stock options held by the Reporting Person are vested. The stock options were received in exchange for stock options to purchase 250,000 shares of common stock of Drilling Tools International Holdings, Inc. ("Legacy DTI") for $0.85 per share in connection with the Issuer's business combination with Legacy DTI. |