NCS Multistage Holdings, Inc. (Form: S-8, Received: 08/25/2017 13:19:08)

As filed with the Securities and Exchange Commission on August 25 , 2017

Registration No. 333 ‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S–8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NCS Multistage Holdings , Inc.

(Exact name of registrant as specified in its charter)

Delaware		46-1527455
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
19450 State Highway 249 Suite 200 Houston, TX		77070
(Address of Principal Executive Offices)		(Zip Code)

NCS Multistage Holdings , Inc. Employee Stock Purchase Plan for U.S. Employees

NCS Multistage Holdings , Inc. Employee Stock Purchase Plan for Non-U.S. Employees

(Full Title of Plan)

P. Kevin Trautner

Executive Vice President, General Counsel and Secretary

19450 State Highway 249

Suite 200

Houston, TX 77070

(Name and address of agent for service)

(281) 453-2222

(Telephone number, including area code, of agent for service)

With a copy to:

Alexander D. Lynch, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000 (Phone)

(212) 310-8007 (Fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☑ (Do not check if a smaller reporting company)
Smaller reporting company ☐		Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B). ☑

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0 1 par value per share	2,000,000 ( 2)	$ 18.88 (3)	$ 37,760,000	$ 4,376.38

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “ Securities Act ” ), this Registra tion Statement shall cover any additional securities as may be issuable under the NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for U.S. Employees (the “ U.S. ESPP ” ) and NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-U.S. Employees (together with the U.S. ESPP, the “Plans”) by reason of any stock splits, stock dividends , recapitalizations or similar transactions.

(2)

Represents Common Stock available for future issuance under the Plan s .

(3)

Estimated solely for purposes of calculating the registr ation fee pursuant to Rule 457(c) and Rule 457(h ) of the Securities Act , the proposed maximum offering price per share and the proposed maximum offering price have been determined on the basis of the average high and low prices of NCS Multistage Holdings , Inc. Common Stock as reported in the consolidated reporting system on August 23 , 201 7 .

EXPLANATORY NOTE

This Registration Statement registers shares of common stock, par value $0. 0 1 per share ( “ Common Stock ” ), of NCS Multistage Holdings, Inc. (the “ Registrant ” ) that may be issued and sold under the NCS Multistage Holdings, Inc. Employee Stock Purchase Pla n for U.S. Employees (the “ U.S. ESPP”) and NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-U.S. Employees (together with the U.S. ESPP, the “Plans”) .

PART I

SECTION 10(a) PROSPECTUS

The information specified in Item s 1 and 2 of Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Stateme nt as required by Rule 428(b) .

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

T he Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “ Commission ” ) :

The Registrant’s prospectus contained in the Registrant’s Registration Statement on Form S-1, as amended (Reg. No. 333-216580), in which there is set forth the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

All other reports filed* pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , since the end of the fiscal year covered by the prospectus referred to in (a) above;

The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form S-1, as amended (Reg. No. 333-216580), which description is incorporated by reference into the Form 8-A filed with the Commission on April 26, 2017, pursuant to the Exchange Act , and any amendment or report filed for the purpose of further updating such description.

*Any report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement , or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement , modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement .

Item 4. Description of Securities.

Not applicable .

Item 5. Interests of Named Experts and Counsel.

None .

Item 6. Indemnification of Directors and Officers.

The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s amended and restated bylaws authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL, as amended. The Registrant has entered into indemnification agreements with each of its directors. These agreements, among other things, require the Registrant to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

The Registrant maintain s standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit No.		Description
4.1		NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for U.S. Employees
4.2		NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-U.S. Employees
5.1		Legal Opinion of Weil, Gotshal & Manges LLP
23.1		Consent of PricewaterhouseCoopers LLP
23. 2		Consent of Weil, Gotshal & Manges LLP (included in Exhibit No. 5.1)
24.1		Power of Attorney (included on signature page)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the R egistration S tatement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the R egistration S tatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective registration statement ; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(a) provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S- 8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the R egistration S tatement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendme nt shall be deemed to be a new r egistration s tatement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant ’ s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan ’ s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the R egistrant pursuant to the foregoing provisions, or otherwise, the R egistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the R egistrant of expenses incurred or paid by a director, officer or controlling person of the R egistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection

with the securities being registered, the R egistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 25 , 2017.


		NCS Multistage Holdings, Inc.

	By:	/s/ Robert Nipper
	Name:	Robert Nipper
	Title:	Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Kevin Trautner and Ryan Hummer, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


	Signature		Title		Date

/s/ Robert Nipper Robert Nipper		Chief Executive Officer and Director (Principal Executive Officer)		August 25 , 2017
/s/ Marty Stromquist Marty Stromquist		President and Director		August 25 , 2017
/s/ Ryan Hummer Ryan Hummer		Chief Financial Officer (Principal Financial Officer)		August 25 , 2017
/s/ Wade Bitter Wade Bitter		Chief Accounting Officer and Treasurer (Principal Accounting Officer)		August 25 , 2017
/s/ Michael McShane Michael McShane		Chairman		August 25 , 2017
/s/ John Deane John Deane		Director		August 25 , 2017
/s/ Matthew Fitzgerald Matthew Fitzgerald		Director		August 25 , 2017
/s/ Gurinder Grewal Gurinder Grewal		Director		August 25 , 2017
/s/ David McKenna David McKenna		Director		August 25 , 2017
/s/ Franklin Myers Franklin Myers		Director		August 25 , 2017
/s/ W. Matt Ralls W. Matt Ralls		Director		August 25 , 2017

EXHIBIT INDEX


Exhibit No.		Description
4.1		NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for U.S. Employees
4.2		NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-U.S. Employees
5.1		Legal Opinion of Weil, Gotshal & Manges LLP
23.1		Consent of PricewaterhouseCoopers LLP
23. 2		Consent of Weil, Gotshal & Manges LLP (included in Exhibit No. 5.1)
24.1		Power of Attorney (included on signature page)

Exhibit 4.1

NCS MULTISTAGE HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN

FOR US EMPLOYEE S

1. Purpose . This NCS Multistage Holdings, Inc. Employee Stock Purchase Plan (the “ Plan ” ) is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent.

2. Definitions .

“ Beneficial Owner ” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

“ Board ” means the Boar d of Directors of the Company.

“ Code ” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“ Committee ” means (i) the Compensation Committee of the Board, (ii) such other committee of the Board appointed by the Board to administer the Plan or (iii) the Board, as determined by the Board.

“ Common Stock ” means the common stock of the Company, par value $ 0.0 1 per share.

“ Company ” means NCS Multistage Holdings , Inc. , including any successor thereto.

“ Compensation ” mea ns base salary , wages , annual bonuses and overtime paid to an Eligible Employee by the Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonquali fied deferred compensation plan .

“ Change of Control ” shall mean the occurrence of one or more of the following events:

(a) Any Person becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power, excluding any Excluded Persons or any person that is the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power on the Effective Date, of the then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the “ Outstanding Company Voting Securities ”) including by way of merger,

consolidation or otherwise; provided , however , that for purposes of this definition, the following acquisitions shall not be taken into account in determining whether a Change of Control has occurred: (i) any acquisition of voting securities of the Company directly from the Company or (ii) any acquisition by the Company or any of its Subsidiaries of Outstanding Company Voting Securities, including an acquisition by any employee benefit plan or related trust sponsored or maintained by the Company, or any of its Subsidiaries.

(b) The following individuals (the “ Incumbent Directors ”) cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a Person other than the Board) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.

(c) Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), unless, following such Business Combination: (i) any individuals and entities that were the Beneficial Owners of Outstanding Company Voting Securities immediately prior to such Business Combination are the Beneficial Owners, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (or election of members of a comparable governing body) of the entity resulting from the Business Combination (including, without limitation, an entity which as a result of such transaction owns all or substantially all of the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) (the “ Successor Entity ”) in substantially the same proportions as their ownership immediately prior to such Business Combination; (ii) no Person (excluding any Successor Entity, any Excluded Person, any person that is the Beneficial Owner, directly or indirectly, of more than thirty percent (30%) of the combined voting power on the Effective Date or any employee benefit plan or related trust of the Company, such Successor Entity, or any of their Subsidiaries) is the Beneficial Owner, directly or indirectly, of more than thirty percent (30%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or comparable governing body) of the Successor Entity, except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors (or comparable governing body) of the Successor Entity were Incumbent Directors (including persons deemed to be Incumbent Directors) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

“ Designated Broker ” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.

“ Effective Date ” means the date as of which this Plan is adopted by the Board, su bject to the Plan obtaining stock holder approval in accordance with Section 18.1 0 hereof.

“ Employee ” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer in accordance with Section 421 of the Code and the Treasury Regulation s thereunder.

“ Eligible Employee ” means an Employee other than (i) an Employee whose customary employment is for less than twenty ( 2 0) hours per week , (ii ) an Employee whose customar y employment is for not more than five (5) months in any calendar year and (iii) an Employee who has b een employed for less than thirty (3 0) days prior to the beginning of an Offering Period , in each case unless any of such requirements are expressly waived for all Employees by the Committee for any Offering Period . Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering , Employees who have been employed for less than two years or Employees who ar e “highly compensated employees” of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of suc h highly compensated employees.

“ Enrollment Form ” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.

“ ESPP Share Account ” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ Excluded Persons ” means Advent International Corporation and its affiliates.

“ Fair Market Value ” means the closing price as reported on the NASDAQ or other principal exchange on which the Common Stock is then listed on such date, or if the Common Stock was not traded on such date, then on the next preceding trading day that the Common Stock was traded on such exchange, as reported by such responsible reporting service as the Committee may select.

“ Offering Date ” means the first t rading d ay of each Offering Period as designated by the Committee.

“ Offering or Offering Period ” means the periods established in accordance with Section 5 during which option s to purchase s hares of Common S tock may be granted pursuant to the Plan and may be purchased on the Purchase D ate.

“ Participant ” means an Eligible Employee who is actively participating in the Plan.

“ Participating Subsidiaries ” means the Subsidiaries that have been designated as eligible to participate in the Plan by the Committee , or Board, from time to time in its sole discretion.

“ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“ Plan ” means this NCS Multistage Holdings, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

“ Purchase Date ” means the last trading d ay of each Offering Period.

“ Purchase Price ” means an amount equal to the lesser of (i) eighty-five percent (85 %) (or such greater percentage as designated by the Committee) of the Fair Market Value of a share of Common Stock on the Offering Date or (ii) eighty-five percent (85%) (or such greater percentage as designated by the Committee) of the Fair Market Value of a share of Common Stock on the Purchase Date; provided, that, the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Subsidiary ” me ans any corporation (other than the employer corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of the granting of the option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

3. Administration . The Plan shall be administered by the Committee which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan's administration and take any other actions necessary or desirable for the administration of the Plan including, without limitation, adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The Committee may correct any defect

or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.

4. Eligibility . Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.

Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/ or hold outstandin g options to purchase stock, in the aggregate, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.

5. Offering Periods . The Plan shall be implemented by a series of Offering P eriods . Unless otherwise provided by the Committee, Offering Periods shall run from January 1st through December 31st ; provided that the first Offering Period s hall commence on October 16 , 2017 and shall end on December 31, 2018 . The Committee shall have the authority to change the duration, frequency, s tart and end dates of Offering Periods prior to their date of commencement (up to a maximum Offering Period of 27 months).

6. Participation .

6.1 Enrollment; Payroll Deductions . An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, a nd submitting it to the Company in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to a t least 1%, but not more than 18% of his or her Compensation each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins) , up to $25,000 per Offering Period (or such other amount as the Committee may establish from time to time before an Offering Period begins) ; provided that such limit shall be $50,000 for the first Offering Period . Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last

payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee in writing , a Participant may not make any separate contributions or payments to the Plan.

6.2 Election Changes . During an Offering Period, a Participant may not change the rate of his or her payroll deductions applicable to such Offering Period . A Participant may decrease or increase his or her rate of payroll deductions for future Offering Period s by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least thirty days before the start of the next Offering Period. However, a Participant may withdraw from the Plan in accordance with Section 9 .

6.3 Automatic Re-enrollment . The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2 , (b) withdraws from the Plan in accordance with Section 9 , or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.

6.4 Grant of Option . On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant's accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 2,083 shares of Common Stock per Offering Period ; provided further that, for the first Offering Period a Participant may not purchase more than the number of shares of Common Stock equal to the number of full months in such first Offering Period multiplied by 173 . Any amount remaining in the Participant’s notional account as of the Purchase Date in excess of the amount that may be applied to purchase s hares as a result of the limitations set forth here in (or as designated by the administrator of the Plan) shall be carried over to the next Offering Period.

7. Exercise of Option/Purchase of Shares . A Participant's option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant's accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant's notional account. If and to the extent provided by the Committee, for so long as such s hares of Common Stock are maintained in ESPP Share Accounts, all divid ends paid with respect to such s hares of Common Stock shall be credited to each Participant’s ESPP Share Account, and will be automatically reinvested in whole s hares of Common Stock . No fractional shares may be purchased but notional fractional shares of Common Stock will be allocated to the Participant’s ESPP Shares Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to earlier withdrawal by the Participant in accordance with Section 9 or termination of employment in accordance with Section 10 .

8. Transfer of Shares . As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker . Participants will not have any voting, di vidend or other rights of a stock holder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 8 .

9. Withdrawal .

9.1 Withdrawal Procedure . A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least thirty days before the end of the Offering Period . The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant's Enrollment Form indicating his or her election to withdraw and the Participant's option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

9.2 Effect on Succeeding Offering Periods . A Participant's election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.

10. Termination of Employment; Change in Employment Status . Upon termination of a Participant's employment for any reason, including death, disability or retirement, or a change in the Participant's employment status following which the Participant is no longer an Eligible Employee, which in either case occurs before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant's notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant's death, to the person(s) entitled to such amounts under Section 16 , and the Participant's option shall be automatically terminated .

11. Interest . No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

12. Shares Reserved for Plan .

12.1 Number of Shares . Subject to ad justments as described below, a total of 2,000,000 shares of Common Stock have been reserved for issuance under the Plan and

the NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-US Employees . Such share reserve shall be reduced by any shares of Common Stock issued under this Plan and/or the NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for Non-US Employees.

12.2 Over-subscribed Offerings . The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

13. Transferability . No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 16 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

14. Application of Funds . All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.

15. Statements . Participants will be provided with and/or have access to statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant's notional account.

16. Designation of Beneficiary . A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant's ESPP Share Account under the Plan in the event of such Participant's death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant's notional account in the event of the Participant's death prior to the Purchase Date of an Offering Period. In the event that no such form or designation is filed, the shares of Common Stock or cash shall be distributed to the Participant’s estate.

17. Adjustments .

17.1 Adjustments . If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change or any other change affecting the Common Stock (other than regular cash dividends to stockholders of the Company), then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable and subject to stockholder approval if required to comply with Section 423 of the Code, adjust the number and kind of shares of stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Section 6 .4 and Section 12 .

17.2 Change of Control . I n the event of a C hange of Control , the Committee shall have the power and discretion to (i) continue the Offering Period in effect on the date of such Change of Control , (ii) shorten the Offering Period then in progress by setting a “New Purchase Date” which shall be before the date of the Company’s proposed Change of Control, ( i ii) substitute shares of Common Stock available under the Plan with shares of common stock of the survivin g company or its parent, or (iv ) terminate the Plan and return any payroll deductions in the Participant's notional account (that have not been used to purchase shares of Common Stock) to the Participant . In the event of prong (ii), the Committee shall notify each Participant in writing, at least ten (10) trading days prior to the New Purchase Date, that the Purchase Date for the Participant’s purchase right has been changed to the New Purchase Date and that shares of Common Stock shall be purchased automatically on the New Purchase Date, unless prior to such date the Participant has withdrawn from the Offering Period as describe in Section 9 above.

18. General Provisions .

18.1 Equal Rights and Privileges . Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.

18.2 No Right to Continued Service . Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.

18.3 Rights As Stockholder . A Participant will become a stockholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant or the Participant's ESPP Share Account. A Participa nt will have no rights as a stock holder with respect to shares of

Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stock holder as provided above.

18.4 Successors and Assigns . The Plan shall be binding on the Company and its successors and assigns.

18.5 Entire Plan . This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

18.6 Compliance With Law . The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.

18.7 Term of Plan . The Plan shall become effective on the Effective Date and shall remain in full force and effect until terminated pursuant to Section 18.8 .

18.8 Amendment or Termination . The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 17 ). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

18.9 Applicable Law . The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal or other securities laws .

18.10 Stock holder Approval . The Plan shall be subject to approval by the stock holders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.

18.11 Section 423 . The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.

18.12 Withholding . To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

18.13 Severability . If any provision of the Plan shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction .

18.14 Headings . The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

Exhibit 4.2

NCS MULTISTAGE HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN

FOR NON- US EMPLOYEE S

2. Definitions .

“ Beneficial Owner ” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

“ Board ” means the Boar d of Directors of the Company.

“ Common Stock ” means the common stock of the Company, par value $ 0.0 1 per share.

“ Company ” means NCS Multistage Holdings , Inc. , including any successor thereto.

“ Compensation ” mea ns base salary , wages , annual bonus es and overtime paid to an Eligible Employee by the Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonquali fied deferred compensation plan .

“ Change of Control ” shall mean the occurrence of one or more of the following events:

Control has occurred: (i) any acquisition of voting securities of the Company directly from the Company or (ii) any acquisition by the Company or any of its Subsidiaries of Outstanding Company Voting Securities, including an acquisition by any employee benefit plan or related trust sponsored or maintained by the Company, or any of its Subsidiaries.

“ Effective Date ” means the date as of which this Plan is adopted by the Board, su bject to the Plan obtaining stock holder approval in accordance with Section 18.1 0 hereof.

“ Eligible Employee ” means an Employee other than (i) an Employee whose customary employment is for less than twenty (20) hours per week, (ii) an Employee whose customary employment is for not more than five (5) months in any calendar year and (iii) an Employee who has b een employed for less than thirty (3 0) days prior to the beginning of an Offering Period , i n each case unless any of such requirements are expressly waived for all Employees by the Committee for any Offering Period . Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering, Employees who have been employed for less than two years or Employees who are “ highly compensated employees ” of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees .

“ ESPP Share Account ” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ Excluded Persons ” means Advent International Corporation and its affiliates.

“ Offering Date ” means the first t rading d ay of each Offering Period as designated by the Committee.

“ Offering or Offering Period ” means the periods established in accordance with Section 5 during which options to purchase s hares of Common S tock may be granted pursuant to the Plan and may be purchased on the Purchase D ate.

“ Participant ” means an Eligible Employee who is actively participating in the Plan.

“ Participating Subsidiaries ” means the Subsidiaries that have been designated as eligible to participate in the Plan by the Committee , or Board, from time to time in its sole discretion.

“ Plan ” means this NCS Multistage Holdings, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

“ Purchase Date ” means the last trading d ay of each Offering Period.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Subsidiary ” means any corporation (other than the employer corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of the granting of the option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

“ $ ” means United States Dollars.

5. Offering Periods . The Plan shall be implemented by a series of Offering P eriods . Unless otherwise provided by the Committee, Offering Periods shall run from January 1st through December 31st ; provided that the first Offering Period s hall commence on October 16 , 2017 and shall end on December 31, 2018 . The Committee shall have the authority to change the duration, frequency , start and end dates of Offering Periods prior to their date of commencement (up to a maximum Offering Period of 27 months).

6. Participation .

6.1 Enrollment; Payroll Deductions . An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, a nd submitting it to the Company in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 1 8 % of his or her Compensation each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins) , up to $25,000 per Offering Period (based on the applicable currency exchange rate on the first day of the Offering Period) , or such other amount as the Committee may establish from time to time before an Offering Period begins ; provided that such limit shall be $50,000 for the first Offering Period (based on the applicable currency exchange rate on the first day of the Offering Period) . Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll

deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee in writing , a Participant may not make any separate contributions or payments to the Plan.

9. Withdrawal .

11. Interest . No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

12. Shares Reserved for Plan .

12.1 Number of Shares . Subject to ad justments as described below, a total of 2,000,000 shares of Common Stock have been reserved for issuance under the Plan and

the NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for US Employees. Such share reserve shall be reduced by any shares of Common Stock issued under this Plan and/or the NCS Multistage Holdings, Inc. Employee Stock Purchase Plan for US Employees .

17. Adjustments .

18. General Provisions .

18.2 No Right to Continued Service . Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.

Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stock holder as provided above.

18.4 Successors and Assigns . The Plan shall be binding on the Company and its successors and assigns.

18.5 Entire Plan . This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

18.7 Term of Plan . The Plan shall become effective on the Effective Date and shall remain in full force and effect until term inated pursuant to Section 18.8 .

18.10 Stock holder Approval . The Plan shall be subject to approval by the stock holders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.

18.11 Withholding . To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

18.12 Severability . If any provision of the Plan shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof

and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction .

18.13 Headings . The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

Exhibit 5.1

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

August 25 , 2017

NCS Multistage Holdings, Inc.

19450 State Highway 249

Suite 2 00

Houston, TX 77070

Ladies and Gentlemen:

We have acted as counsel to NCS Multistage Holdings, Inc. , a Delaware corporation (the “ Company ”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement (the “ Registration Statement ”) on Form S-8 under the Securities Act of 1933, as amended (the “ Securities Act ”) , relating to the registration of 2,000,000 shares of the Company ’s common stock, par value $0.0 1 per share (the “ Shares ”), which may be issued by the Company following the filing of the Registration Statement pursuant to the Company’s Employee Stock Purchase Plan for U.S. Employees (the “ U.S. ESPP ”) and the Employee Stock Purchase Plan for Non- U.S. Employees (together with the U.S. ESPP, the “ Plan s ”).

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Second Amended and Restated Certificate of Incorporation of the Company; (ii) the Amended and Restated Bylaws of the Company; (iii) the Plan s ; ( i v) the Registration Statement; and (v ) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares , when issued and delivered in accordance with the terms of the Plan s , will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on matters covered by this letter of the laws of any other jurisdiction.

STYLEREF Date \* MERGEFORMAT Error! No text of specified style in document.

NCS Multistage Holdings, Inc.

August 25 , 2017

Page 2

We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2017, except for the effect of the stock split described in Note 17 to the financial statements, for which the date is April 17, 2017, relating to the financial statements , which appears in the Registration Statement on Form S-1 (No. 333-216580) of NCS Multistage Holdings, Inc.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
August 25 , 2017