Form 4: ChampionX Executive Discloses Share Conversion Following Schlumberger Merger

A recent SEC Form 4 filing reveals the conversion of ChampionX Corp shares, restricted stock units, and stock appreciation rights held by President Paul E. Mahoney into Schlumberger Limited common stock and cash, following the merger where ChampionX became an indirect wholly-owned subsidiary of SLB.

Summary

• ChampionX Corp has been acquired by Schlumberger Limited (SLB) through a merger agreement dated April 2, 2024, resulting in ChampionX becoming an indirect wholly-owned subsidiary of SLB.
• Paul E. Mahoney, President of Production & Automation Technologies, reported the disposition of 201,144 shares of ChampionX Common Stock.
• Mahoney also reported the termination and cancellation of 19,475 Stock Appreciation Rights (SARs) with an exercise price of $24.65.
• Under the merger terms, each outstanding ChampionX common stock share was cancelled and converted into the right to receive 0.735 shares of SLB common stock, with cash provided in lieu of fractional shares.
• Outstanding ChampionX Restricted Stock Units (RSUs) were assumed and converted into SLB RSU Awards, with the number of underlying SLB Common Stock shares adjusted by the 0.735 exchange ratio, rounded down to the nearest whole share.
• Outstanding ChampionX SARs were terminated and cancelled in exchange for a cash amount equal to the product of the number of shares underlying the SAR multiplied by the excess of the closing price over the exercise or reference price of the SAR.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual disclosure of a completed transaction resulting from a merger, not a performance update or new strategic initiative.

Positives

• The merger provides liquidity for ChampionX shareholders and converts their holdings into shares of a larger, diversified entity, Schlumberger Limited.
• The conversion of equity awards (RSUs and SARs) into SLB equivalents or cash provides a clear resolution for employee incentives post-merger.

Negatives

• ChampionX Corp ceases to exist as an independent publicly traded entity, leading to the delisting of its common stock.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, as it primarily reports a completed transaction.

Industry Context

This merger signifies a consolidation within the energy services sector, with Schlumberger Limited, a global technology company in the energy industry, expanding its portfolio by acquiring ChampionX Corp, a provider of production and automation technologies. Such integrations are common in mature industries seeking efficiency and broader market reach.

Stakeholder Impact

• Shareholders of ChampionX Corp had their common stock converted into Schlumberger Limited common stock or cash, directly impacting their investment holdings and future exposure.
• Holders of ChampionX equity awards (RSUs and SARs) had their awards converted into SLB equivalents or cash, affecting their compensation and incentive structures.

Key Dates

Keywords

ChampionX, CHX, Schlumberger, SLB, Merger, Acquisition, Form 4, SEC Filing, Beneficial Ownership, Stock Conversion, Restricted Stock Units, Stock Appreciation Rights, Paul E. Mahoney, Corporate Action