| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HORNBECK OFFSHORE SERVICES INC /LA [ HOS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/14/2006 | A | 10,500(1) | A | $0 | 10,863 | D | |||
| Common Stock | 50 | I | By UGMA custodian for children | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 Option (right to buy) | $33.15 | 02/14/2006 | A | 9,500 | 02/14/2007(2) | 02/14/2016 | Common Stock | 9,500 | $0 | 9,500 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock award subject to forfeiture based on the relative stock price performance of HOS and certain of its public peers for the 3-year period ending 2/14/2009. The above shares represent the maximum amount of shares that may be received by the reporting person under the bonus and forfeiture provisions of this long-term incentive grant. The actual amount of shares finally received will be calculated as a percentage of the "Base" amount (equal to 50% of the above amount) based on the relative performance ranking of HOS compared to its peers, as follows: (1) Top 20% = 200% of Base; (2) Top 33-1/3% = between 150% and 200% of Base; (3) Top 50% = between 100% and 150% of Base; (4) Top 66-2/3% = between 50% and 100% of Base; and (5) Bottom 33-1/3% = no shares. Within categories (2), (3) and (4), the appropriate bonus and forfeiture factors related to the Base amount will be interpolated on a straight-line basis between the two performance percentages. |
| 2. The option provides for vesting in three equal annual installments commencing on 02/14/2007. |
| /s/ Paul M. Ordogne, as poa for John S. Cook | 02/16/2006 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
SPECIAL POWER OF ATTORNEYThe undersigned, Steven W. Krablin, of Covington, Louisiana in St. Tammany Parish,
does hereby appoint, reserving full power of substitution and revocation: Todd M. Hornbeck,
James O. Harp, Jr., Timothy P. McCarthy and Paul M. Ordogne, each a resident of Louisiana,
to act jointly or severally at their discretion, one with full authority to act for the
others, as his true and lawful attorney-in-fact, upon the following terms and conditions:1. Special Powers. The attorney-in-fact may act in the name, place and stead of the
undersigned, and on behalf of the undersigned do and execute all or any of the following acts, deeds, and things, to-wit:(a) Execute for and on behalf of the undersigned, in the undersigned's
capacity as an executive officer, director and/or 10% or more beneficial owner o f shares of
common stock of Hornbeck Offshore Services, Inc. (the "Company"), Forms 3, 4, and 5, as
applicable, in accordance with Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder.(b) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and file such form and any
amendments with the United States Securities and Exchange Commission and any stock exchange,
association or similar authority.(c) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally req uired by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this Special
Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.(d) The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney - -in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act, or any other
provision of the federal or state securities laws, rules and regulations.2. Effective Period. This Special Power of Attorney, and the powers expressed
herein, shall be effective from February 15, 2006, and shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in accordance with the provisions contained herein.3. Construction. This instrument is a special power of attorney, granting to the
attorney-in-fact only the specific powers expressed herein.4. Revocation. This Special Power of Attorney may be voluntarily revoked by the
undersigned only by a written revocation delivered to the Company at its principal place of
business. The undersigned agrees that any third party who receives a copy of this power of
attorney may act under it. Revocation of this power of attorney is not effective as to a
third party until the third party receives actual notice of the revocation. The undersigned
agrees to indemnify the third party for any claims that arise against the third party
because of reliance on this power of attorney.5. Disability of Principal. This Special Power of Attorney shall not terminate upon
the undersigned's disability or incompetency.6. Bond. The attorney-in-fact shall not be obligated to furnish bond or other
security.7. Reliance. This Special Power of Attorney shall be conclusive pro of that the
rights, power, and authority granted to the attorney-in-fact are in full force and effect
and may be relied upon by any person who acts in good faith under this power of attorney.
The undersigned's death shall not revoke or terminate this agency as to the attorney-in-fact
or any other person who without actual knowledge of the undersigned's death acts in good
faith under this power of attorney. An affidavit executed by the attorney-in-fact, stating
that he did not have at the time of doing an act pursuant to this power of attorney actual
knowledge of the revocation or termination of this power of attorney, is in the absence of
fraud, conclusive proof of the validity of the attorney-in-fact's act.8. Incapacity of Attorney-in-Fact. In the event any attorney-in-fact serving
becomes unable to discharge his fiduciary duties hereunder by reason of accident, physical
or mental deterioration, or other similar cause as cert ified by two independent, licensed
physicians, each affirming that he has examined the attorney-in-fact and that he has
concluded based on his examination that the attorney-in-fact is unable to discharge his
duties hereunder, that attorney-in-fact shall thereupon cease to be the attorney-in-fact as
if he had resigned on the date of that certification.9. Governing Law. This power of attorney shall be governed by the laws of the State
of Louisiana in all respects. Should any provision hereof be held invalid, that invalidity
shall not affect the other provisions which shall remain in full force and effect.10. Copies. This instrument may be filed of record in any jurisdiction as may be
deemed appropriate by the attorney-in-fact, and copies of this instrument certified as
"true" copies by the Clerk of any county or parish in which this instrument is filed shall
be treated as original copies for all purposes.11. Captions. The captions used in this instrument have been inserted for
administrative convenience only and do not constitute matters to be construed in
interpreting this power of attorney.SIGNED the 15th day of February, 2006.
/s/ John S. Cook
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John S. CookSTATE OF LOUISIANA
PARISH OF ST. TAMMANY
BEFORE ME, the undersigned, a Notary Public in and for said State, on this day
personally appeared John S. Cook, known to me to be at least eighteen (18) years of age and
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed the same for the purposes and consideration therein expressed.GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of February, 2006.
/s/ Samuel A. Giberga
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Notary Public