ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS
On November 21, 2008, National Oilwell Varco, Inc. (the "Company") sent a notice
to its directors and executive officers notifying them that the Grant Prideco,
Inc. 401(k) Savings Plan and the Reed Hourly Thrift Plan (the "401(k) Plans")
will be entering a blackout period due to a conversion to Wachovia Bank,
National Association, as trustee and recordkeeper of the 401(k) Plans and the
merger of the 401(k) Plans into the National Oilwell Varco, Inc. 401(k) and
Retirement Savings Plan. As a result of this transition, there will be a period
of time when certain participants in the 401(k) Plans will be unable to access
their accounts to direct or diversify their investments or obtain a loan or
distribution from the plan. The blackout period restricts directors and
executive officers from, directly or indirectly, purchasing, selling or
otherwise acquiring or transferring common stock of the Company.
The Company provided the notice of the blackout period to the directors and
executive officers (the "Notice") in accordance with Section 306 of the
Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. The Notice stated
that the blackout period would begin on December 23, 2008 and end during the
week of January 23, 2009. The blackout period may be extended if needed, in
which case notice will be given to the directors and executive officers.
During the blackout period and for a period of two years after the ending date
of the blackout period, holders of the Company's common stock and other
interested parties may obtain, without charge, the actual beginning and ending
dates of the blackout period by sending a written request to National Oilwell
Varco, Inc., Attention: Vice President - Human Resources, 7909 Parkwood Circle
Dr., Houston, Texas 77036 or by calling (713) 346-7500.
A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Notice to Directors and Executive Officers of National Oilwell Varco,
Inc., dated November 21, 2008.