SEC Form 3

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* Jardon Michael (Last) (First) (Middle) C/O EXPRO GROUP HOLDINGS N.V. 1311 BROADFIELD BLVD., SUITE 400 (Street) HOUSTON TX 77084 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2021	3. Issuer Name and Ticker or Trading Symbol EXPRO GROUP HOLDINGS N.V. [ XPRO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock, nominal value Euro0.06	63,274(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy)	(2)	02/04/2028	Common Stock	1,930,285	$17.08	D

Explanation of Responses:

1. Consists of a right to receive 63,274 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 52,206 restricted stock units of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement.

2. Represents stock options to purchase 1,930,285 shares of Common Stock received by the Reporting Person upon assumption and adjustment of 1,592,645 stock options of Expro Group Holdings International Limited upon the consummation of the transactions contemplated by the Merger Agreement. 361,928 of the stock options are vested and the remaining 1,568,357 stock options will vest as follows: (i) 120,643 will vest on 02/05/2022 and (ii) 1,447,714 will vest upon satisfaction of internal rate of return thresholds.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ John McAlister, as Attorney-in-Fact	10/04/2021
	** 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).
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