FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BROWN DAVID A B 		2. Issuer Name and Ticker or Trading Symbol

LAYNE CHRISTENSEN CO [ LAYN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1800 HUGHES LANDING BLVD., SUITE 800 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2018
(Street)

THE WOODLANDS, TX 77380
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/14/2018     D    50213   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units     (2) 6/14/2018     D         28812.86      (2)   (2) Common Stock   28812.86     (2) 0   D    
Stock Option (right to buy)     (3) 6/14/2018     D         6084      (3)   (3) Common Stock   6084     (3) 0   D    
Stock Option (right to buy)     (3) 6/14/2018     D         7752      (3)   (3) Common Stock   7752     (3) 0   D    
Stock Option (right to buy)     (3) 6/14/2018     D         10331      (3)   (3) Common Stock   10331     (3) 0   D    
Stock Option (right to buy)     (4) 6/14/2018     D         52783      (4)   (4) Common Stock   52783     (4) 0   D    
Stock Option (right to buy)     (5) 6/14/2018     D         46584      (5)   (5) Common Stock   46584     (5) 0   D    
Stock Option (right to buy)     (6) 6/14/2018     D         44811      (6)   (6) Common Stock   44811     (6) 0   D    
Restricted Stock Units     (7) 6/14/2018     D         8475      (7)   (7) Common Stock   8475     (7) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 13,557.51 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.
(2)  These Phantom Stock Units were accrued under the Layne Christensen Company Deferred Compensation Plan for Directors and were canceled in the merger in exchange for a cash payment of $449,048.46.
(3)  This option was canceled in the merger without consideration.
(4)  This option was canceled in the merger in exchange for a cash payment of $137,652.79, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
(5)  This option was canceled in the merger in exchange for a cash payment of $484,841.61, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
(6)  This option was canceled in the merger in exchange for a cash payment of $383,488.06, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
(7)  These restricted stock units were canceled in the merger in exchange for a cash payment of $132,192.20.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BROWN DAVID A B
1800 HUGHES LANDING BLVD.
SUITE 800
THE WOODLANDS, TX 77380 		X



Signatures
/s/Steven F. Crooke, Attorney-in-Fact for David A.B. Brown 6/14/2018
** 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 control number.
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