SEC Form 4 · accession 0000314808-17-000026
Valaris Ltd · VAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gilles Luca
Officer — Sr. VP - Western Hemisphere
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 6:04 pm EST
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 | Mar 2, 2017 | M | 6,981 | — | A | 117,369 | D | |
| Class A Ordinary SharesF2 | Mar 2, 2017 | F | 1,536 | $9.73 | D | 115,833 | D | |
| Class A Ordinary SharesF2 | Mar 3, 2017 | F | 4,529 | $9.91 | D | 111,304 | D | |
| Class A Ordinary Shares | holding | — | — | — | 2,954 | I | Ensco Savings and Retirement Plans |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F3 | — | Mar 2, 2017 | M | 6,981 | D | — | — | Class A Ordinary Shares | 6,981 | 6,981 | 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 $544.50 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 1,536 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F2The 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.
- F3The restricted share units vest in three equal annual installments.