Form 4: ChampionX Executive's Equity Holdings Convert to SLB Shares Following Merger

A ChampionX Corp executive's equity holdings have been converted into Schlumberger Limited shares and options following the merger of ChampionX into an SLB subsidiary.

Summary

• Jordan Zweig, SVP & Chief HR Officer of ChampionX Corp, reported changes in beneficial ownership of securities following the merger of ChampionX Corp into an indirect wholly-owned subsidiary of Schlumberger Limited (SLB).
• The merger was executed pursuant to an Agreement and Plan of Merger dated April 2, 2024, between ChampionX Corp, SLB, Sodium Holdco, Inc., and Sodium Merger Sub, Inc.
• Each outstanding share of ChampionX common stock was cancelled and converted into the right to receive 0.735 shares of SLB common stock, with cash in lieu of fractional shares.
• Jordan Zweig's 90,494 shares of ChampionX Common Stock were converted, resulting in 0 shares of ChampionX Common Stock beneficially owned following the transaction.
• Outstanding restricted stock units (RSUs) of ChampionX were assumed and converted into restricted stock unit awards to acquire SLB Common Stock, with the number of shares adjusted by the 0.735 exchange ratio, rounded down.
• Outstanding restricted stock awards of ChampionX were assumed and converted into restricted shares of SLB Common Stock, adjusted by the 0.735 exchange ratio.
• ChampionX stock options held by Jordan Zweig were terminated and cancelled in exchange for options to acquire SLB Common Stock.
• The number of SLB shares underlying the new options is the product of the original ChampionX option shares multiplied by the 0.735 exchange ratio, rounded down.
• The per-share exercise price for the new SLB options is the original ChampionX option exercise price divided by the 0.735 exchange ratio, rounded up to the nearest whole cent.
• Jordan Zweig's stock options for 54,580 shares (exercise price $5.67), 62,632 shares (exercise price $5.60), 54,475 shares (exercise price $6.53), and 42,806 shares (exercise price $7.54) were all converted, resulting in 0 ChampionX options beneficially owned.

Sentiment

Score: 7

Explanation: The filing is a standard post-merger Form 4, indicating the successful completion and integration of ChampionX's equity into Schlumberger's structure. It reflects the expected outcome of the merger without introducing new positive or negative operational information.

Positives

• The conversion of ChampionX equity into SLB equity ensures continuity of the executive's equity interest in the combined entity post-merger.
• The transaction reflects the successful completion of the merger, providing clarity on the treatment of ChampionX's outstanding securities.

Future Outlook

The document details the mechanics of equity conversion following a completed merger and does not provide forward-looking statements regarding the company's future performance or strategic guidance.

Industry Context

The merger of ChampionX Corp into Schlumberger Limited represents a significant consolidation within the energy services sector, enhancing SLB's market position and capabilities. This filing confirms the post-merger integration of executive equity holdings, a standard procedural step following such large-scale corporate actions.

Stakeholder Impact

• Shareholders of ChampionX Corp, specifically the reporting person, had their equity holdings converted into shares and options of Schlumberger Limited, reflecting the change in company ownership and structure.

Key Dates

Keywords

ChampionX, CHX, Schlumberger, SLB, Merger, Form 4, Insider Transaction, Beneficial Ownership, Equity Conversion, Stock Options, Restricted Stock Units, Corporate Action