| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/27/2017 |
3. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Exchangeable Shares(1) | (1) | (1) | Common Stock | 909,623.5 | (1) | I | See Footnote(1) |
| Option (right to buy) | (2) | 12/21/2022 | Common Stock | 100,452 | 5.88 | D | |
| Option (right to buy) | (3) | 12/21/2022 | Common Stock | 150,681 | 5.88 | D | |
| Option (right to buy) | (4) | 01/01/2019 | Common Stock | 242,115 | 1.24 | D | |
| Explanation of Responses: |
| 1. Represents 303,207.8 exchangeable shares in NCS Multistage Inc., a wholly owned indirect subsidiary of the Issuer, that are exchangeable at the option of the holder for shares of common stock of the Issuer. Each exchangeable share is convertible into three shares of common stock of the Issuer, subject to adjustment. The exchangeable shares are currently exercisable and have no expiration date. The exchangeable shares are held by Cemblend Systems Inc. Cemblend Systems Inc. is indirectly 50% owned by Mr. Stromquist. |
| 2. Consists of 80,362 vested and exercisable options and 20,090 options that become vested and exercisable on December 21, 2017. |
| 3. These options vest and become exercisable in three equal annual installments beginning on May 3, 2018. |
| 4. These options have vested and are exercisable. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney. |
| /s/ Kevin Trautner, attorney-in-fact | 04/27/2017 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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. | ||
Exhibit 24.1
POWER OF ATTORNEY
April 27, 2017
Know all by these present, that the undersigned hereby constitutes and appoints Kevin Trautner and Ori Lev, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney‑in‑fact to:
| (1) |
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of NCS Multistage Holdings, Inc. (the “Company”) or as a stockholder of the Company or as a trustee of a stockholder of the Company, Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto, relating to the securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
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| (2) |
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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| (3) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion.
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The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in‑fact.
This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the day and year first above written.
| /s/ Marty Stromquist | |
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Signature
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| Marty Stromquist | |
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Printed Name
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[Signature Page to Power of Attorney]