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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 13.28 | 03/11/2005 | A | 2,978 | 03/11/2005 | 08/08/2006 | Common Stock | 2,978 | (2) | 2,978 | D | ||||
| Stock Option (right to buy) | $ 31.35 | 03/11/2005 | A | 5,958 | 03/11/2005 | 08/14/2007 | Common Stock | 5,958 | (3) | 5,958 | D | ||||
| Stock Option (right to buy) | $ 21.78 | 03/11/2005 | A | 5,958 | 03/11/2005 | 08/13/2008 | Common Stock | 5,958 | (4) | 5,958 | D | ||||
| Stock Option (right to buy) | $ 21.62 | 03/11/2005 | A | 5,958 | 03/11/2005 | 08/12/2009 | Common Stock | 5,958 | (5) | 5,958 | D | ||||
| Stock Option (right to buy) | $ 25.49 | 03/11/2005 | A | 3,345 | 03/11/2005 | 05/30/2010 | Common Stock | 3,345 | (6) | 3,345 | D | ||||
| Stock Option (right to buy) | $ 28.64 | 03/11/2005 | A | 3,345 | 03/11/2005 | 05/17/2011 | Common Stock | 5,958 | (7) | 3,345 | D | ||||
| Stock Option (right to buy) | $ 23.48 | 03/11/2005 | A | 3,345 | 03/11/2005 | 05/16/2012 | Common Stock | 5,958 | (8) | 3,345 | D | ||||
| Stock Option (right to buy) | $ 25.12 | 03/11/2005 | A | 3,345 | 03/11/2005 | 05/15/2013 | Common Stock | 5,958 | (9) | 3,345 | D | ||||
| Deferred Stock Units | (10) | 03/11/2005 | A | 1,238 | 03/11/2005(11) | (12) | Common Stock | 1,238 | (13) | 1,238 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WOODS JAMES D 2000 WEST SAM HOUSTON PARKWAY SOUTH SUITE 1700 HOUSTON, TX 77042 |
X | |||
| James D. Woods | 03/15/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Received in exchange for 4,907 shares of Varco International, Inc. ("Varco") in connection with the merger of Varco with and into the Issuer (the "Merger") based on the Merger Exchange Ratio. At the Effective Time of the Merger, the closing price of Varco's common stock was $40.60 per share and the closing price of the Issuer's common stock was $48.85 per share. |
| (2) | Received in the Merger in exchange for options to acquire 3,562 shares of Varco common stock with an exercise price of $11.10 per share, based on the Merger Exchange Ratio. |
| (3) | Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $26.21 per share, based on the Merger Exchange Ratio. |
| (4) | Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $18.21 per share, based on the Merger Exchange Ratio. |
| (5) | Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $18.08 per share, based on the Merger Exchange Ratio. |
| (6) | Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $21.31 per share, based on the Merger Exchange Ratio. |
| (7) | Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $23.95 per share, based on the Merger Exchange Ratio. |
| (8) | Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $19.63 per share, based on the Merger Exchange Ratio. |
| (9) | Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $21.00 per share, based on the Merger Exchange Ratio. |
| (10) | Converts on a 1-for-1 basis. |
| (11) | Vests on the date indicated, subject to early vesting in the event of death, disability or retirement. The underlying shares of common stock are distributable upon the date elected by the reporting person, which date must be any of (i) upon vesting, (ii) fifth anniversary of the date of grant or (iii) upon a termination of service. |
| (12) | Vests on the date indicated, subject to early vesting in the event of death, disability or retirement. The underlying shares of common stock are distributable upon the date elected by the reporting person, which date must be any of (i) upon vesting, (ii) fifth anniversary of the date of grant or (iii) upon a termination of service. |
| (13) | The Deferred Stock Units were assumed by NOV in the merger and replaced in exchange for deferred stock units distributable into 1,481 shares of common stock of Varco pursuant to the Exchange Ratio applicable to the Merger. |