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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/22/24 |
Issuer: |
| Issuer CIK: 1575828 |
| Issuer Name: EXPRO GROUP HOLDINGS N.V. |
| Issuer Trading Symbol: XPRO |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1744505 |
| | Owner Name: Russell Steven J |
| Reporting Owner Address: |
| | Owner Street 1: C/O EXPRO GROUP HOLDINGS N.V. |
| | Owner Street 2: 1311 BROADFIELD BLVD., SUITE 400 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77084 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Officer? Yes |
| | Officer Title: Chief Technology Officer |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, nominal value Euro0.06 |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 21,612 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 101,021 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, nominal value Euro0.06 |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 6,779 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 107,800 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, nominal value Euro0.06 |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,810 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 112,610 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, nominal value Euro0.06 |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,423 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Value: 19.32 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 102,187 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, nominal value Euro0.06 |
| | Transaction Date: |
| | | Value: 2/24/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,314 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 18.70 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 99,873 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 6,779 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 6,779 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Represents restricted stock units ("RSUs") granted under the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan. Each RSU represents a contingent right to receive, upon vesting, one share of common stock, nominal value Euro0.06 per share, of the Issuer ("Common Stock"). The 21,612 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on February 22, 2025. |
| Footnote - F2: RSUs convert into Common Stock on a one-for-one basis. |
| Footnote - F3: Represents shares of Common Stock received upon the vesting and settlement of the performance-based restricted stock units ("PRSUs") granted on February 22, 2021, under the Expro Group Holdings N.V. 2013 Long-Term Incentive Plan, As Amended and Restated. The PRSUs reported in this filing vested at 39.0% achievement. |
| Footnote - F4: In connection with the vesting of shares of RSUs and PRSUs, the Issuer withheld 7,301 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 21, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer |
| Footnote - F5: In connection with the vesting of shares of RSUs, the Issuer withheld 2,314 vested shares to satisfy tax withholding obligations. The number of vested shares withheld was based on the closing price per share on February 23, 2024. The withholding of vested shares pursuant to this award was approved by the Board of Directors of the Issuer, and the number of shares indicated in this Form 4 was acquired as treasury stock by the Issuer. |
| Footnote - F6: Also includes (i) 11,079 RSUs that will vest on February 22, 2025 and (ii) 11,756 RSUs that will vest 50% on February 24, 2025 and 50% on February 24, 2026. |
| Footnote - F7: On February 22, 2021, the reporting person was granted 122,024 RSUs vesting ratably in three annual installments beginning on February 22, 2022, prior to giving effect to the 1 for 6 reverse stock split of the Issuer, which became effective on October 1, 2021. |
Owner Signature: |
| Signature Name: /s/ Josh Hancock, as Attorney-in-Fact |
| Signature Date: 2/26/24 |