SVP - COO Luca Gilles was granted 37,595 shares, converted options into 127,191 shares and covered exercise/tax liability with 62,478 shares, increasing direct ownership by 284% to 138,342 units (SEC Form 4)
$VAL
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
Valaris Ltd [ VAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2024 | ||||||||||||||||||||||||||
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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 Shares | 09/04/2024 | A(1) | 33,122 | A | $0 | 69,156 | D | |||
| Common Shares | 09/04/2024 | A(2) | 4,473 | A | $0 | 73,629 | D | |||
| Common Shares | 09/04/2024 | M(3) | 5,632 | A | (3) | 79,261 | D | |||
| Common Shares | 09/04/2024 | M(4) | 5,632 | A | (4) | 84,893 | D | |||
| Common Shares | 09/04/2024 | M(5) | 115,927 | A | (5) | 200,820 | D | |||
| Common Shares | 09/04/2024 | F(6) | 62,478 | D | $56.53 | 138,342 | 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 | ||||||||
| Performance Share Units | (3) | 09/04/2024 | M | 5,632 | (3) | (3) | Common Shares | 5,632 | (3) | 0 | D | ||||
| Performance Share Units | (4) | 09/04/2024 | M | 5,632 | (4) | (4) | Common Shares | 5,632 | (4) | 0 | D | ||||
| Performance Share Units | (5) | 09/04/2024 | M | 115,927 | (5) | (5) | Common Shares | 115,927 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the settlement of performance share units ("PSUs") that were subject to vesting based on the issuer's achievement of relative return on capital employed metrics, which vested at 100% achievement on September 4, 2024 upon the certification of such achievement by the issuer's Compensation Committee of the Board of Directors (the "Certification Date"). Each PSU was settled with the issuance of one share of the issuer's common shares, par value $0.01 per shares (the "Common Shares"). |
| 2. Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2023 through June 30, 2024 performance period, which vested at 81% achievement on the Certification Date. |
| 3. Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2022 through June 30, 2023 performance period, which were previously determined to be earned at 102% achievement but remained subject to service based vesting conditions through the Certification Date. |
| 4. Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2021 through June 30, 2022 performance period, which were previously determined to be earned at 102% achievement but remained subject to service based vesting conditions through the Certification Date. |
| 5. Represents the settlement of PSUs that were subject to vesting based on the Common Share's achievement of three designated share price hurdles, of which two share price hurdles were achieved. Thus, two-thirds of such PSUs vested on the Certification Date and the remaining one-third was forfeited. |
| 6. These Common Shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash. |
| Remarks: |
| /s/ Andrew Campbell, by power-of-attorney | 09/06/2024 | |
| ** 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. | ||