SEC Form 4 · accession 0000314808-18-000032

Valaris Ltd · VAL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael McGuinty

Officer — SVP-General Counsel/Secretary

Period of report

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 4:17 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
Class A Ordinary Shares^F1	Mar 1, 2018	M	18,861	—	A	38,555	D
Class A Ordinary Shares^F2	Mar 1, 2018	F	8,865	$4.46	D	29,690	D
Class A Ordinary Shares^F3	Mar 3, 2018	M	18,299	—	A	47,989	D
Class A Ordinary Shares^F2	Mar 3, 2018	F	8,601	$4.42	D	39,388	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 Units^F1,F4	—	Mar 1, 2018	M	18,861	D	—	—	Class A Ordinary Shares	18,861	18,861	D
Restricted Share Units^F3,F5	—	Mar 3, 2018	M	18,299	D	—	—	Class A Ordinary Shares	18,299	18,299	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 $999.60 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 8,865 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 to the appropriate taxing authority in cash.
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 $969.80 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 8,601 shares were withheld and not issued to satisfy certain tax withholding obligations.
F4On March 1, 2016, the reporting person was granted 56,583 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
F5On March 3, 2016, the reporting person was granted 54,897 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.