Edgar Filing: LAULETTA JOHN F

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAULETTA JOHN F

2. Issuer Name and Ticker or Trading Symbol
NATIONAL OILWELL VARCO INC [NOV]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2005

(Street)

HOUSTON, TX 77042

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

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 (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	03/11/2005		A		55,890	A	⁽¹⁾	55,890	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 16.75

03/11/2005

41,068

03/11/2005

01/29/2007

Common Stock

41,068

⁽²⁾

41,068

Stock Option (right to buy)

$ 24.14

03/11/2005

36,529

03/11/2005

01/28/2008

Common Stock

36,529

⁽³⁾

36,529

Stock Option (right to buy)

$ 24.89

03/11/2005

66,602

03/11/2005

01/31/2011

Common Stock

66,602

⁽⁴⁾

66,602

Stock Option (right to buy)

$ 16.75

03/11/2005

104,872

03/11/2005

01/30/2012

Common Stock

104,872

⁽⁵⁾

104,872

Stock Option (right to buy)

$ 20.07

03/11/2005

145,850

03/11/2005

01/29/2013

Common Stock

145,850

⁽⁶⁾

145,850

Stock Option (right to buy)

$ 26.17

03/11/2005

111,813

03/11/2005

01/28/2014

Common Stock

111,813

⁽⁷⁾

111,813

Stock Option (right to buy)

$ 36.34

03/11/2005

110,977

01/26/2006⁽⁹⁾

01/26/2015

Common Stock

110,977

⁽⁸⁾

110,977

Phantom Stock

⁽¹²⁾

03/11/2005

289

⁽¹⁰⁾

Common Stock

289

⁽¹¹⁾

289

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAULETTA JOHN F 2000 WEST SAM HOUSTON PARKWAY SOUTH SUITE 1700 HOUSTON, TX 77042	X		Chairman

Signatures

John F. Lauletta		03/15/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Received in exchange for 66,831 shares of Varco International, Inc. ("Varco") in connection with the merger of Varco with and into the Issuer (the "Merger") based on the Merger Exchange Ratio. At the Effective Time of the Merger, the closing price of Varco's common stock was $40.60 per share and the closing price of the Issuer's common stock was $48.85 per share.
(2)	Received in the Merger in exchange for options to acquire 49,107 shares of Varco common stock for $14.00 per share based on the Merger Exchange Ratio.
(3)	Received in the Merger in exchange for options to acquire 43,680 shares of Varco common stock for $20.1875 per share based on the Merger Exchange Ratio.
(4)	Received in the Merger in exchange for options to acquire 79,639 shares of Varco common stock for $20.8125 per share based on the Merger Exchange Ratio.
(5)	Received in the Merger in exchange for options to acquire 125,400 shares of Varco common stock for $14.00 per share based on the Merger Exchange Ratio.
(6)	Received in the Merger in exchange for options to acquire 174,400 shares of Varco common stock for $16.78 per share based on the Merger Exchange Ratio.
(7)	Received in the Merger in exchange for options to acquire 133,700 shares of Varco common stock for $21.88 per share based on the Merger Exchange Ratio.
(8)	Received in the Merger in exchange for options to acquire 132,700 shares of Varco common stock for $30.39 per share based on the Merger Exchange Ratio.
(9)	Options vest in three (3) equal annual installments commencing on the date indicated.
(10)	The Phantom Stock is payable in cash or common stock following termination of the reporting person's employment with the Issuer; subject to earlier withdrawal or transfer in accordance with the terms of the Issuer's Deferred Compensation Plan.
(11)	Received in the Merger in exchange for phantom stock to acquire 346 shares of Varco common stock based on the Merger Exchange Ratio
(12)	Converts on a 1-for-1 basis.

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