SEC FORM 4

SEC FORM 4 SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Amberjack Capital Partners, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Innovex International, Inc. [ INVX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/06/2024		A		21,773,618	A	⁽¹⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	21,773,618	I	By Amberjack Capital Fund II, L.P.
Common Stock	09/06/2024		A		5,083,965	A	⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	5,083,965	I	By Innovex Co-Invest Fund II, L.P.
Common Stock	09/06/2024		A		1,204,903	A	⁽³⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	1,204,903	I	By Innovex Co-Invest Fund, L.P.
Common Stock	09/06/2024		A		1,039,364	A	⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	1,039,364	I	By Intervale Capital Fund II, L.P.
Common Stock	09/06/2024		A		267,457	A	⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	267,457	I	By Intervale Capital Fund III, L.P.
Common Stock	09/06/2024		A		515	A	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	515	I	By Intervale Capital Fund II-A, L.P.

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Amberjack Capital Partners, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Amberjack Capital Fund II, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Amberjack Capital GP II, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Amberjack Capital Associates II, LLC

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Amberjack Management, LLC

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Connelly, W. Patrick

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Turowsky Jason

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Innovex Co-Invest Fund II, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Innovex Co-Invest Fund II GP, L.P.

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Innovex Co-Invest Associates, LLC

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 1100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities of Innovex International, Inc. (the "Issuer") are held directly by Amberjack Capital Fund II, L.P. Acquired in exchange for 10,819,352 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 10,819,352 shares of common stock of Innovex Downhole were cancelled and converted into 21,773,618 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to that certain Agreement and Plan of Merger dated March 18, 2024, by and among Dril-Quip, Inc., Ironman Merger Sub, Inc., DQ Merger Sub, LLC, and Innovex Downhole (the "Merger Agreement").

2. These securities of the Issuer are held directly by Innovex Co-Invest Fund II, L.P. Acquired in exchange for 2,526,232 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 2,526,232 shares of common stock of Innovex Downhole were cancelled and converted into 5,083,965 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement.

3. These securities of Innovex International, Inc. (the "Issuer") are held directly by Innovex Co-Invest Fund, L.P. Acquired in exchange for 598,719 shares of common stock of Innovex Downhole Solutions, Inc. ("Innovex Downhole"). 598,719 shares of common stock of Innovex Downhole were cancelled and converted into 1,204,903 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement.

4. These securities of the Issuer are held directly by Intervale Capital Fund II, L.P. Acquired in exchange for 516,462 shares of common stock of Innovex Downhole. 516,462 shares of common stock of Innovex Downhole were cancelled and converted into 1,039,364 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement.

5. These securities of the Issuer are held directly by Intervale Capital Fund III, L.P. Acquired in exchange for 132,900 shares of common stock of Innovex Downhole. 132,900 shares of common stock of Innovex Downhole were cancelled and converted into 267,457 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement.

6. These securities of the Issuer are held directly by Intervale Capital Fund II-A, L.P. Acquired in exchange for 256 shares of common stock of Innovex Downhole. 256 shares of common stock of Innovex Downhole were cancelled and converted into 515 shares of common stock of the Issuer in connection with the closing of the mergers of Dril-Quip, Inc. and Innovex Downhole pursuant to the Merger Agreement.

7. The general partner of (i) Amberjack Capital Fund II, L.P. is Amberjack Capital GP II, L.P., and the general partner of such general partner is Amberjack Capital Associates II, LLC, (ii) Innovex Co-Invest Fund II, L.P. is Innovex Co-Invest Fund II GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iii) Innovex Co-Invest Fund, L.P. is Innovex Co-Invest Fund GP, L.P., and the general partner of such general partner is Innovex Co-Invest Associates, LLC, (iv) Intervale Capital Fund II, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, (v) Intervale Capital Fund II-A, L.P. is Intervale Capital GP II, L.P., and the general partner of such general partner is Intervale Capital Associates II, LLC, and (vi) Intervale Capital Fund III, L.P. is Intervale Capital GP III, L.P., and the general partner of such general partner is Intervale Capital Associates III, LLC.

8. (Continued from footnote 7) Funds affiliated with Amberjack Capital Partners, L.P. ("Amberjack Capital Partners") are referred to as the "Amberjack Funds".

9. By virtue of their relationships, the foregoing general partners control all voting and dispositive power over the reported shares held by such Amberjack Fund and therefore may be deemed to be the beneficial owner of such shares. The sole member of Amberjack Capital Associates II, LLC, Innovex Co-Invest Associates, LLC, Intervale Capital Associates II, LLC and Intervale Capital Associates III, LLC is Amberjack Capital Partners, and the general partner of Amberjack Capital Partners is Amberjack Management, LLC ("Amberjack Management"). By virtue of their relationships, Amberjack Capital Partners and Amberjack Management control all voting and dispositive power over the reported shares held by all the Amberjack Funds and therefore may be deemed to be the beneficial owner of such shares. Mr. Connelly and Mr. Turowsky are co-managing partners of Amberjack Management.

10. (Continued from footnote 9) Mr. Connelly and Mr. Turowsky disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.

Remarks:

This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. The first of two Forms 4 was filed by the designated filer Innovex Co-Invest Fund, L.P.

	AMBERJACK CAPITAL PARTNERS, L.P., By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Co-Managing Partner	09/10/2024
	AMBERJACK CAPITAL FUND II, L.P., By: Amberjack Capital GP II, L.P., its general partner, By: Amberjack Capital Associates II, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	AMBERJACK CAPITAL GP II, L.P., By: Amberjack Capital Associates II, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	AMBERJACK CAPITAL ASSOCIATES II, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	AMBERJACK MANAGEMENT, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	W. PATRICK CONNELLY, /s/ Matt Steinheider, as Attorney-in-Fact for W. Patrick Connelly	09/10/2024
	JASON TUROWSKY, /s/ Matt Steinheider, as Attorney-in-Fact for Jason Turowsky	09/10/2024
	INNOVEX CO-INVEST FUND II, L.P., By: Innovex Co-Invest Fund II GP, L.P., its general partner, By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	INNOVEX CO-INVEST FUND II GP, L.P., By: Innovex Co-Invest Associates, LLC, its general partner, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	INNOVEX CO-INVEST ASSOCIATES, LLC, By: /s/ W. Patrick Connelly, Name: W. Patrick Connelly, Title: Partner	09/10/2024
	** 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.

Director Amberjack Capital Partners, L.P. was granted 29,369,822 shares (SEC Form 4)