Petrello Anthony G was granted 31,456 shares, returned 41,463 shares to the company, converted options into 36,912 shares and covered exercise/tax liability with 14,526 shares, increasing direct ownership by 14% to 101,990 units (SEC Form 4)
$NBR
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NABORS INDUSTRIES LTD [ NBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 265,577 | I | Trust | |||||||
| Common Stock | 01/01/2024 | M(1) | 5,016(1) | A | $0 | 94,627 | D | |||
| Common Stock | 01/01/2024 | M(2) | 13,468(2) | A | $0 | 108,095 | D | |||
| Common Stock | 01/01/2024 | F(3) | 1,974(3) | D | $81.63 | 106,121 | D | |||
| Common Stock | 01/01/2024 | F(4) | 5,300(4) | D | $81.63 | 100,821 | D | |||
| Common Stock | 01/01/2024 | A(5) | 31,456(5) | A | $0 | 132,277 | D | |||
| Common Stock | 01/02/2024 | M(6) | 18,428(6) | A | $0 | 150,705 | D | |||
| Common Stock | 01/02/2024 | F(7) | 7,252(7) | D | $80.86 | 143,453 | D | |||
| Common Stock | 01/02/2024 | D(8) | 41,463(8) | D | $0 | 101,990 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| 2023 Performance Share Units | (9) | 01/01/2024 | A(10) | 15,048(10) | (9) | (9) | Common Stock | 15,048 | $0 | 15,048 | D | ||||
| 2023 Performance Share Units | (9) | 01/01/2024 | M | 5,016(1) | (9) | (9) | Common Stock | 5,016 | $0 | 10,032 | D | ||||
| 2022 Performance Share Units | (9) | 01/01/2024 | M | 13,468(2) | (9) | (9) | Common Stock | 13,468 | $0 | 13,469 | D | ||||
| 2021 Warrants | $166.6666 | 06/11/2021 | 06/11/2026 | Common Stock | 170,649 | 170,649 | I | Trust | |||||||
| 2021 Warrants | $166.6666 | 01/02/2024 | F(11) | 2,901(11) | 06/11/2021 | 06/11/2026 | Common Stock | 2,901 | $10.5 | 4,470 | D | ||||
| 2021 Warrants | $166.6666 | 01/02/2024 | A(12) | 7,371(12) | 06/11/2021 | 06/11/2026 | Common Stock | 7,371 | $0 | 7,371 | D | ||||
| 2021 Performance Share Units | (9) | 01/02/2024 | M | 18,428(6) | (9) | (9) | Common Stock | 18,428 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the number of shares vesting on January 1, 2024 in respect of the 15,048 earned and vested Performance restricted stock units originally granted on January 1, 2023. |
| 2. Reflects the number of shares vesting on January 1, 2024 in respect of the 40,406 earned and vested Performance restricted stock units originally granted on January 1, 2022. |
| 3. Reflects the number of shares surrendered on January 1, 2024 to satisfy the tax withholding on the vesting and issuance of 5,016 shares of the 15,048 Performance restricted stock units originally granted on January 1, 2023. The remaining 3,042 vested performance shares were retained by Mr. Petrello. |
| 4. Reflects the number of shares surrendered on January 1, 2024 to satisfy the tax withholding on the vesting and issuance of 13,468 shares of the 40,406 Performance restricted stock units originally granted on January 1, 2022. The remaining 8,168 vested performance shares were retained by Mr. Petrello. |
| 5. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2024 to December 31, 2026) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated. |
| 6. Reflects the number of shares vesting on January 2, 2024 of the 55,284 earned Performance restricted stock units settled in shares originally granted on January 4, 2021. |
| 7. Reflects the number of shares surrendered on January 2, 2024 to satisfy the tax withholding on the vesting of 18,428 shares of the 55,284 Performance restricted stock units originally granted on January 4, 2021. The remaining 11,176 vested shares were retained by Mr. Petrello. |
| 8. Represents the number of TSR shares forfeited on January 2, 2024, out of a total of 41,463 TSR shares originally granted to Mr. Petrello on January 4, 2021, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2021 and ending on December 31, 2023, as determined on December 31, 2023, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee"). |
| 9. Performance restricted stock units convert into common shares on a 1-for-1 basis. |
| 10. These Performance restricted stock units were earned by Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2023, as determined on December 31, 2023, by the Compensation Committee. 126.5% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 15,048 performance restricted stock units were settled in cash pursuant to the terms of the applicable award agreement. The Performance restricted stock units that settle in shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 1, 2024. |
| 11. Reflects the number of warrants surrendered on January 2, 2024 to satisfy the tax withholding on the vesting of 7,371 warrants distributed on January 2, 2024 related to vesting of Performance restricted stock units on January 2, 2024 by Mr. Petrello and distributed pursuant to the terms of the applicable award agreement. The 4,470 vested warrants remaining were retained by Mr. Petrello. |
| 12. These warrants were earned and distributed in connection with the vesting of Performance restricted stock units on January 2, 2024 by Mr. Petrello pursuant to the terms of the applicable award agreement as determined by the Compensation Committee on December 31, 2023. |
| /s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello | 01/03/2024 | |
| ** 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 Number. | ||