SEC Form 4 · accession 0000314808-17-000087
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, 2017
Accepted (ET)
Jun 5, 2017 · 6:28 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, 2017 | M | 4,630 | — | A | 53,203 | D | |
| Class A Ordinary SharesF2 | Jun 1, 2017 | M | 9,500 | — | A | 62,703 | D | |
| Class A Ordinary SharesF3 | Jun 1, 2017 | F | 1,456 | $6.32 | D | 61,247 | D | |
| Class A Ordinary SharesF4 | Jun 2, 2017 | M | 1,587 | — | A | 62,834 | D | |
| Class A Ordinary SharesF3 | Jun 2, 2017 | F | 164 | $6.14 | D | 62,670 | 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, 2017 | A | 43,515 | A | — | — | Class A Ordinary Shares | 43,515 | 43,515 | D |
| Restricted Share UnitsF1,F7 | — | Jun 1, 2017 | M | 4,630 | D | — | — | Class A Ordinary Shares | 4,630 | 4,630 | D |
| Restricted Share UnitsF2,F8 | — | Jun 1, 2017 | M | 9,500 | D | — | — | Class A Ordinary Shares | 9,500 | 19,000 | D |
| Restricted Share UnitsF4,F9 | — | Jun 2, 2017 | M | 1,587 | D | — | — | Class A Ordinary Shares | 1,587 | 0 | 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 $415.30 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 477 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F2Upon 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 $852.10 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 979 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F3These shares were withheld to satisfy tax withholding obligations that arose upon vesting.
- 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, 2015, the reporting person was granted 13,890 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F8On June 1, 2016, the reporting person was granted 28,500 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F9On 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.