SEC Form 4 · accession 0000314808-16-000345
Valaris Ltd · VAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Francis S Kalman
Director
Period of report
Jun 1, 2016
Accepted (ET)
Jun 3, 2016 · 5:22 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, 2016 | M | 3,562 | — | A | 30,177 | D | |
| Class A Ordinary SharesF2 | Jun 1, 2016 | F | 891 | $9.65 | D | 29,286 | D | |
| Class A Ordinary SharesF3 | Jun 2, 2016 | M | 1,587 | — | A | 30,873 | D | |
| Class A Ordinary SharesF2 | Jun 2, 2016 | F | 164 | $9.38 | D | 30,709 | D | |
| Class A Ordinary Shares | holding | — | — | — | 115 | I | Foundation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF4,F5 | — | Jun 1, 2016 | A | 20,727 | A | — | — | Class A Ordinary Shares | 20,727 | 20,727 | D |
| Restricted Share UnitsF1,F6 | — | Jun 1, 2016 | M | 3,562 | D | — | — | Class A Ordinary Shares | 3,562 | 7,124 | D |
| Restricted Share UnitsF3,F7 | — | Jun 2, 2016 | M | 1,587 | D | — | — | Class A Ordinary Shares | 1,587 | 1,587 | 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 $267.10 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 891 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.
- F3Upon 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.
- 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.
- F5The restricted share units vest in three equal annual installments.
- F6On June 1, 2015, the reporting person was granted 10,686 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F7On 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.