Robert K. Galloway - Jul 16, 2025 Form 4 Insider Report for ChampionX Corp (CHX)

Signature
/s/ Julia Wright, as attorney-in-fact to Robert K Galloway
Stock symbol
CHX
Transactions as of
Jul 16, 2025
Transactions value $
$0
Form type
4
Date filed
7/16/2025, 10:18 AM
Previous filing
Feb 5, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Galloway Robert K Pres., Drilling Technologies C/O CHAMPIONX CORP, 2445 TECHNOLOGY, FOREST BLVD., BLDG. 4, 12TH FLOOR, THE WOODLANDS /s/ Julia Wright, as attorney-in-fact to Robert K Galloway 2025-07-16 0001737891

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHX Common Stock Disposed to Issuer -84K -100% 0 Jul 16, 2025 Direct F1, F2, F3

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
transaction CHX Stock Appreciation Right Disposed to Issuer -14.6K -100% 0 Jul 16, 2025 Common Stock 14.6K $24.65 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert K. Galloway is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2, 2024, by and among the Issuer, Schlumberger Limited ("SLB"), Sodium Holdco, Inc. and Sodium Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of SLB (the "Merger").
F2 Pursuant to the Merger Agreement, among other things, (i) each outstanding share of common stock of the Issuer ("Common Stock") prior to the effective time of the Merger (the "Effective Time") was cancelled and converted into the right to receive 0.735 shares of SLB common stock ("SLB Common Stock" and such ratio, the "Exchange Ratio") and if applicable, cash in lieu of fractional shares and (ii) each outstanding restricted stock unit of the Issuer (an "RSU") was assumed and converted into a restricted stock unit award to acquire shares of SLB Common Stock, on the same terms and conditions that applied to each RSU immediately prior to the Effective Time (an "SLB RSU Award") except that, as of the Effective Time, the number of shares of SLB Common Stock subject to an SLB RSU Award is equal to the product of (A) the number of shares of Common Stock underlying the RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share.
F3 Pursuant to the Merger Agreement and Section 280G Mitigation Agreement dated December 23, 2024 between the Issuer and the Reporting Person, each outstanding restricted stock award of the Issuer was assumed and converted at the Effective Time into restricted shares of SLB Common Stock, as adjusted by the Exchange Ratio.
F4 Pursuant to Merger Agreement, each stock appreciation right of the Issuer (each, a "SAR") that was outstanding immediately prior to the Effective Time was terminated and cancelled in exchange for an amount in cash equal to the product of (i) the number of shares of Common Stock underlying such SAR multiplied by (ii) the excess, if any, of the closing price over the exercise or reference price of such SAR. The closing price was the volume-weighted average closing sale price of a share of Common Stock as reported on Nasdaq for the 15 consecutive full trading days ending at the close of trading on the full trading day immediately preceding the closing date of the Merger.