Sec Form 4 Filing - Mahoney Paul E @ ChampionX Corp - 2025-07-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Mahoney Paul E
2. Issuer Name and Ticker or Trading Symbol
ChampionX Corp [ CHX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O CHAMPIONX CORP, 2445 TECHNOLOGY, FOREST BLVD., BLDG. 4, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/16/2025
(Street)
THE WOODLANDS, TX77381
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/16/2025 D( 1 )( 2 ) 201,144 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 24.65 07/16/2025 D( 3 ) 19,475 02/11/2019 02/11/2026 Common Stock 19,475 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mahoney Paul E
C/O CHAMPIONX CORP, 2445 TECHNOLOGY
FOREST BLVD., BLDG. 4, 12TH FLOOR
THE WOODLANDS, TX77381
See Remarks
Signatures
/s/ Julia Wright, as attorney-in-fact to Paul E Mahoney 07/16/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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").
( 2 )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 (a "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.
( 3 )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.

Remarks:
President, Production & Automation Technologies

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