Michael Bentham - 01 Oct 2021 Form 3 Insider Report for EXPRO GROUP HOLDINGS N.V. (XPRO)

Role: Principal Accounting Officer
Signature: /s/ John McAlister, as Attorney-in-Fact
Issuer symbol: XPRO
Transactions as of: 01 Oct 2021
Transactions value $: $0
Form type: 3
Filing time: 04 Oct 2021, 19:22:50 UTC
Next filing: 04 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	XPRO	Common Stock, nominal value Euro0.06						10.5K	01 Oct 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	XPRO	Stock Option (right to buy)							01 Oct 2021	Common Stock	124K	$17.08	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of a right to receive 10,509 shares of common stock, nominal value Euro0.06, of the Issuer ("Common Stock") as soon as reasonable practicable following the Effective Time (as defined in that certain Agreement and Plan of Merger between the Issuer, New Eagle Holdings Limited and Expro Group Holdings International Limited, dated March 10, 2021 (the "Merger Agreement")) as a result of the acceleration and cancellation of 8,671 restricted stock units of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement.
F2	Represents stock options to purchase 123,610 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 101,989 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 39,586 of the stock options are vested and the remaining 84,024 stock options will vest as follows: (i) 13,195 will vest on 02/05/2022 and (ii) 70,829 will vest upon satisfaction of internal rate of return thresholds.

Content

Consists of a right to receive 10,509 shares of common stock, nominal value Euro0.06, of the Issuer ("Common Stock") as soon as reasonable practicable following the Effective Time (as defined in that certain Agreement and Plan of Merger between the Issuer, New Eagle Holdings Limited and Expro Group Holdings International Limited, dated March 10, 2021 (the "Merger Agreement")) as a result of the acceleration and cancellation of 8,671 restricted stock units of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement.

Represents stock options to purchase 123,610 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 101,989 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 39,586 of the stock options are vested and the remaining 84,024 stock options will vest as follows: (i) 13,195 will vest on 02/05/2022 and (ii) 70,829 will vest upon satisfaction of internal rate of return thresholds.

Remarks:

Exhibit 24.1 - Power of Attorney