SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Dril-Quip, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
262037 10 4
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 262037 10 4 Page 2 of 8 Pages
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NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(entities only)
Larry E. Reimert
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [X]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
United States of America
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SOLE VOTING POWER
5.
NUMBER OF
3,254,688
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
7.
REPORTING
3,254,688
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
3,254,688
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10.
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.
18.8%
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TYPE OF REPORTING PERSON
12.
IN
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2
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CUSIP No. 262037 10 4 Page 3 of 8 Pages
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NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Reimert Family Partners, Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [X]
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SEC USE ONLY
3.
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CITIZENSHIP OR PLACE OF ORGANIZATION
4.
Texas
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SOLE VOTING POWER
5.
NUMBER OF
3,133,045
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7.
REPORTING
3,133,045
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
3,133,045
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10.
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.
18.1%
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TYPE OF REPORTING PERSON
12.
PN
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3
Item 1.
Item 1(a) Name of Issuer: Dril-Quip, Inc.
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Item 1(b) Address of Issuer's 13550 Hempstead Highway
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Principal Executive Offices: Houston, Texas 77040
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Item 2.
Item 2(a) Name of Person(s) Filing: Larry E. Reimert and
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Reimert Family Partners,
Ltd.
Item 2(b) Address of Principal 13550 Hempstead Highway
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Business Office: Houston, Texas 77040
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Item 2(c) Citizenship: U.S. (Reimert Family
-----------
Partners, Ltd. is a
limited partnership
organized under the laws
of the State of Texas)
Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 262037 10 4
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d
2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section
15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the
Act.
(c) [_] Insurance company as defined in section
3(a)(19) of the Act.
(d) [_] Investment company registered under
section 8 of the Investment Company Act
of 1940.
(e) [_] Investment Adviser in accordance
with (S)240.13d-1(b)(1)(ii)(E).
(f) [_] Employee benefit plan or endowment fund
in accordance with (S) 240.13d-
1(b)(1)(ii)(F).
(g) [_] Parent holding company or control person,
in accordance with (S) 240.13d-
1(b)(ii)(G).
(h) [_] Savings Associations as defined in
Section 3(b) of the Federal Deposit
Insurance Act.
4
(i) [_] Church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [_] Group, in accordance with (S) 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned by Larry E. Reimert: 3,254,688/(1)(2)(3)/
(b) Percent of Class Beneficially Owned by Larry E. Reimert: 18.8%/(1)(2)(3)/
(c) Number of shares as to which Larry E. Reimert has:
(i) Sole power to vote or to direct the vote: 3,254,688/(1)(2)(3)/
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 3,254,688/(1)(3)/
(iv) Shared power to dispose or to direct the
disposition: None
(d) Amount Beneficially Owned by Reimert Family
Partners, Ltd.: 3,133,045/(2)(3)/
(e) Percent of Class Beneficially Owned by Reimert Family
Partners, Ltd.: 18.1%/(2)(3)/
(f) Number of shares as to which Reimert Family Partners, Ltd. has:
(i) Sole power to vote or to direct the vote: 3,133,045/(2)(3)/
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 3,133,045/(2)(3)/
(iv) Shared power to dispose or to direct the
disposition: None
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
5
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
6
Explanation of Responses:
(1) Includes (i) 455 shares of Common Stock owned directly by Mr.
Reimert and (ii) 121,188 shares of Common Stock subject to exercisable options.
Excludes 12,000 shares of Common Stock owned by Mr. Reimert's wife, as to which
Mr. Reimert disclaims beneficial ownership.
(2) Does not include 7,139,576 shares of Common Stock (including
exercisable options to buy shares of Common Stock), with respect to Mr. Reimert,
or 7,261,219 shares of Common Stock, with respect to Reimert Family Partners,
Ltd., owned by certain stockholders of Dril-Quip, Inc. (the "Issuer") who are
parties to the Stockholders' Agreement dated October 17, 1997 (the
"Stockholders' Agreement"). Pursuant to the Stockholders' Agreement, certain
stockholders of the Issuer have agreed to vote shares of common stock, par value
$.01 per share, of the Issuer held by each of them for the election of nominees
to the Board of Directors proposed by each of (i) Larry E. Reimert and Reimert
Family Partners, Ltd., (ii) Gary D. Smith and Four Smith's Company, Ltd. and
(iii) J. Mike Walker. The parties to the Stockholders' Agreement may be deemed
to have formed a group pursuant to Rule 13d-5(b)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nothing herein
shall constitute an affirmance that any such group exists; however, any such
group could be deemed to have beneficial ownership, for purposes of Section
13(d) and 13(g) of the Exchange Act, of all equity securities of the Issuer
beneficially owned by such parties. Such parties would, as of January 31, 2002,
be deemed to beneficially own an aggregate of 10,394,264 shares of Common Stock,
or approximately 60.1% of the total number of shares reported to be outstanding
in the Issuer's Form 10-Q for the quarter ended September 30, 2001. Each of Mr.
Reimert and Reimert Family Partners, Ltd. disclaims the beneficial ownership of
any Common Stock owned by such other parties.
(3) Includes 3,133,045 shares of Common Stock owned directly by
Reimert Family Partners, Ltd., as to which Mr. Reimert, as its managing general
partner, exercises sole voting and dispositive power. Because Mr. Reimert
exercises sole voting and dispositive power with respect to these shares, he may
be deemed to be an indirect beneficial owner of these shares for purposes of
Rule 13d-3.
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 2002
/s/ Larry E. Reimert
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Larry E. Reimert
REIMERT FAMILY PARTNERS, LTD.
By: /s/ Larry E. Reimert
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Larry E. Reimert,
its Managing General Partner
8
AGREEMENT
The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended,
that the Schedule 13G to which this Agreement is attached is filed on behalf of
each of the undersigned.
/s/ Larry E. Reimert
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Larry E. Reimert
REIMERT FAMILY PARTNERS, LTD.
By: /s/ Larry E. Reimert
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Larry E. Reimert,
its Managing General Partner