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Nabors Industries Ltd., et al. – ‘4’ for 9/8/10 re: Superior Well Services, Inc.

On:  Friday, 9/10/10, at 8:42am ET   ·   For:  9/8/10   ·   As:  10% Owner   ·   Accession #:  1209191-10-45660   ·   File #:  0-51435

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/10/10  Nabors Industries Ltd.            4          10% Owner   1:7K   Superior Well Services, Inc.      DONNELLEY FIN… File16/FA
          Diamond Acquisition Corp.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      7K 
                Securities by an Insider -- c05787_4x0.xml/3.3


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NABORS INDUSTRIES LTD
(Last)(First)(Middle)
MINTFLOWER PLACE
8 PAR-LA-VILLE ROAD
(Street)
HAMILTON HM08D0
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Superior Well Services, INC [ SWSI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
9/8/10
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 9/8/10 9/8/10U 28,457,901A$22.1228,457,901 (1) (2)IBy Diamond Acquisition Corp. (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
NABORS INDUSTRIES LTD
(Last)(First)(Middle)
MINTFLOWER PLACE
8 PAR-LA-VILLE ROAD
(Street)
HAMILTON HM08D0
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Diamond Acquisition Corp.
(Last)(First)(Middle)
515 WEST GREENS ROAD
SUITE, 1200
(Street)
HOUSTONTX77067
(City)(State)(Zip)
Explanation of Responses:
(1)  On September 8, 2010, Diamond Acquisition Corp. ("Diamond"), a Delaware corporation and wholly owned subsidiary of the Reporting Person, accepted for payment 28,457,901 shares of common stock, par value $0.01 (the "Shares"), of Issuer pursuant to an offer to purchase all of the outstanding Shares (the "Offer"). The Offer was made pursuant to an Agreement and Plan of Merger, dated as of August 6, 2010, by and among Diamond Acquisition Corp. ("Diamond"), the Reporting Person and the Issuer (the "Merger Agreement").
(2)  The Offer expired at 12:00 midnight, New York City time, on Wednesday, September 8, 2010. An aggregate of 28,457,901 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 92.4% of the Shares outstanding. On September 8, 2010, Diamond accepted for payment all Shares that were validly tendered in the Offer and not withdrawn and promptly made payment for such Shares in accordance with the terms of the Offer and applicable law.
(3)  Diamond is a wholly owned subsidiary of the Reporting Person, and as a result Diamond and the Reporting Person may have been deemed (prior to the Merger) to share beneficial ownership of the Shares shown as beneficially owned by the Reporting Person.
/s/ MARK D. ANDREWS Corporate Secretary, on behalf of Nabors Industries Ltd. 9/10/10
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Code:
    U    Disposition pursuant to a tender of shares in a change-of-control transaction.

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