Edgar Filing: OIL STATES INTERNATIONAL, INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Oil States International, Inc.

(Name of the Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

678026-10-5

(CUSIP Number)

February 14, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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).


CUSIP No.		678026-10-5


1	NAMES OF REPORTING PERSONS: SCF-III, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		678026-10-5


1	NAMES OF REPORTING PERSONS: SCF-II, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			234,290

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			234,290

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	234,290

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		678026-10.5


1	NAMES OF REPORTING PERSONS: SCF-IV, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		678026-10-5


1	NAMES OF REPORTING PERSONS: SCF-IV, G.P., Limited Partnership

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		678026-10-5


1	NAMES OF REPORTING PERSONS: L. E. Simmons & Associates, Incorporated

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			237,429

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			237,429

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	237,429

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		678026-10-5


1	NAMES OF REPORTING PERSONS: L. E. Simmons

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			235,816

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			301,771

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			235,816

WITH:		8	SHARED DISPOSITIVE POWER:

			301,771

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	537,587

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

Item 1.

(a) Name of Issuer: Oil States International, Inc.


(b)	Address of Issuer’s Principal Executive Offices:	Three Allen Center
		333 Clay Street
		Suite 4620
		Houston, Texas 77002

Item 2.

(a) This Schedule is filed by: (i) L.E. Simmons, with respect to the shares of Common Stock directly owned by him, SCF-II, L.P., L.E. Simmons & Associates, Incorporated, and LESFP, LTD; (ii) L.E. Simmons & Associates, Incorporated, with respect to the shares of Common Stock directly owned by it and SCF-II, L.P.; (iii) SCF-II, L.P., with respect to the shares of Common Stock directly owned by it; (iv) SCF-IV, G.P., Limited Partnership, with respect to the shares of Common Stock directly owned by SCF-IV, L.P.; (v) SCF-III, L.P., with respect to the shares of Common Stock directly owned by it; and (vi) SCF-IV L.P., with respect to the shares of Common Stock directly owned by it.

(b) The address of the principal business office of the parties referred to in paragraph (a) of this Item 2 is 600 Travis, Suite 6600, Houston, Texas 77002.

(c) L.E. Simmons is a United States citizen. L.E. Simmons & Associates, Incorporated is a corporation organized under the laws of the State of Delaware. SCF-III, L.P., SCF-IV, L.P., SCF-II, L.P., and SCF-IV, G.P., Limited Partnership are limited partnerships organized under the laws of the State of Delaware.

(d) Title of Class of Securities: Common Stock

(e) CUSIP Number: 678026-10-5

Item 3. If this statement is filed pursuant to §240.13d-1(b) or §240.13d-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)		[ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)		[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)		[ ] A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G).

	(h)		[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	(i)		[ ] A 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 §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

SCF-III, L.P.

	(a)		Amount Beneficially Owned: 0

	(b)		Percent of Class: 0.0%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 0

	(ii)		shared power to vote or to direct the vote: 0

	(iii)		sole power to dispose or to direct the disposition of: 0

	(iv)		shared power to dispose or to direct the disposition of: 0

SCF-II, L.P.

	(a)		Amount Beneficially Owned: 234,290

	(b)		Percent of Class: 0.5%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 0

	(ii)		shared power to vote or to direct the vote: 234,290

	(iii)		sole power to dispose or to direct the disposition of: 0

	(iv)		shared power to dispose or to direct the disposition of: 234,290

SCF-IV, L.P.

	(a)		Amount Beneficially Owned: 0

	(b)		Percent of Class: 0.0%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 0

	(ii)		shared power to vote or to direct the vote: 0

	(iii)		sole power to dispose or to direct the disposition of: 0

	(iv)		shared power to dispose or to direct the disposition of: 0

SCF-IV, G.P., Limited Partnership

	(a)		Amount Beneficially Owned: 0

	(b)		Percent of Class: 0.0%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 0

	(ii)		shared power to vote or to direct the vote: 0

	(iii)		sole power to dispose or to direct the disposition of: 0

	(iv)		shared power to dispose or to direct the disposition of: 0

L.E. Simmons & Associates, Incorporated¹

	(a)		Amount Beneficially Owned: 237,429

	(b)		Percent of Class: 0.5%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 0

	(ii)		shared power to vote or to direct the vote: 237,429

	(iii)		sole power to dispose or to direct the disposition of: 0

	(iv)		shared power to dispose or to direct the disposition of: 237,429

L.E. Simmons²

	(a)		Amount Beneficially Owned: 537,587

	(b)		Percent of Class: 1.1%³

	(c)		Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote: 235,816

	(ii)		shared power to vote or to direct the vote: 301,771

	(iii)		sole power to dispose or to direct the disposition of: 235,816

	(iv)		shared power to dispose or to direct the disposition of: 301,771


1.		Includes 234,290 shares of Common Stock owned directly by SCF-II, L.P. L.E. Simmons & Associates, Incorporated, the general partner of SCF-II, L.P., has the power to direct the affairs of SCF-II, L.P., including decisions respecting the voting and disposition of the shares of Common Stock of Oil States International, Inc. held by SCF-II, L.P.

2.		Includes (i) 234,290 shares of Common Stock owned directly by SCF-II, L.P., (ii) 3,139 shares of Common Stock owned directly by L.E. Simmons & Associates, Incorporated, (iii) 235,816 shares of Common Stock owned directly by L.E. Simmons, and (iv) 64,342 shares of Common Stock owned directly by LESFP, LTD, a Delaware limited partnership controlled by L.E. Simmons. L.E. Simmons is the President and sole stockholder of L.E. Simmons & Associates, Incorporated and in that capacity may be deemed to beneficially own all of the securities of Oil States International, Inc. beneficially owned by L.E. Simmons & Associates, Incorporated.

3.		For purposes of calculating the percentage ownership of the class of Common Stock, the number of shares outstanding of the Issuer’s Common Stock is 49,581,940 as of October 20, 2006.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: þ

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

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.

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.

Date: February 14, 2007


SCF-III, L.P.
By:	SCF-II, L.P.
	By:	L.E. Simmons & Associates, Incorporated

		By:	/s/ Anthony DeLuca

			Anthony DeLuca, Managing Director


SCF-II, L.P.
By:	L.E. Simmons & Associates, Incorporated

	By:	/s/ Anthony DeLuca

		Anthony DeLuca, Managing Director


SCF-IV, L.P.
By:	SCF-IV, G.P., Limited Partnership
	By:	L.E. Simmons & Associates, Incorporated

		By:	/s/ Anthony DeLuca

			Anthony DeLuca, Managing Director


SCF-IV, G.P., Limited Partnership
By:	L.E. Simmons & Associates, Incorporated

	By:	/s/ Anthony DeLuca

		Anthony DeLuca, Managing Director


		L.E. Simmons & Associates, Incorporated

		By:		/s/ Anthony DeLuca

				Anthony DeLuca, Managing Director

		L.E. Simmons

				/s/ L.E. Simmons

				L.E. Simmons, individually

EXHIBIT INDEX

Joint Filing Agreement dated February 17, 2004 by and among SCF-III, L.P., SCF-II, L.P., SCF-IV, L.P., SCF-IV, G.P., Limited Partnership, L.E. Simmons and Associates, Incorporated, and L.E. Simmons