SEC Form 4 · accession 0000314808-15-000145
Valaris Ltd · VAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul E Rowsey III
Director
Period of report
Jun 1, 2015
Accepted (ET)
Jun 3, 2015 · 5:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000314808
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | Jun 1, 2015 | M | 1,735 | — | A | 39,615 | D | |
| Class A Ordinary SharesF2 | Jun 1, 2015 | F | 179 | $23.40 | D | 39,436 | D | |
| Class A Ordinary SharesF3 | Jun 1, 2015 | F | 334 | $23.40 | D | 39,102 | D | |
| Class A Ordinary SharesF4 | Jun 2, 2015 | M | 1,587 | — | A | 40,689 | D | |
| Class A Ordinary SharesF2 | Jun 2, 2015 | F | 164 | $24.46 | D | 40,525 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF5,F6 | — | Jun 1, 2015 | A | 13,890 | A | — | — | Class A Ordinary Shares | 13,890 | 13,890 | D |
| Restricted Share UnitsF1,F7 | — | Jun 1, 2015 | M | 1,735 | D | — | — | Class A Ordinary Shares | 1,735 | 0 | D |
| Restricted Share UnitsF4,F8 | — | Jun 2, 2015 | M | 1,587 | D | — | — | Class A Ordinary Shares | 1,587 | 3,174 | D |
Explanation of responses
- F1Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $155.60 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 179 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F2These shares were withheld to satisfy tax withholding obligations that arose upon vesting.
- F3The reporting person disposed of these shares to an affiliate of the issuer upon the vesting of previously awarded restricted shares. The purpose of the disposition was to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the Internal Revenue Service in cash.
- F4Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $142.30 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 164 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F5Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law.
- F6The restricted share units vest in three equal annual installments.
- F7On June 1, 2012, the reporting person was granted 5,205 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F8On June 2, 2014, the reporting person was granted 4,761 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.