SEC Form 4 · accession 0000314808-18-000046
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 5, 2018
Accepted (ET)
Mar 7, 2018 · 5:09 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 6, 2018 | M | 20,769 | — | A | 60,157 | D | |
| Class A Ordinary SharesF2 | Mar 6, 2018 | F | 9,762 | $4.60 | D | 50,395 | 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 UnitsF3,F4 | — | Mar 5, 2018 | A | 128,481 | A | — | — | Class A Ordinary Shares | 128,481 | 128,481 | D |
| Restricted Share UnitsF1,F5 | — | Mar 6, 2018 | M | 20,769 | D | — | — | Class A Ordinary Shares | 20,769 | 41,538 | 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 $1,100.70 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 9,762 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F2These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer 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.
- F4On March 5, 2018, the reporting person was granted 128,481 restricted share units, vesting in three equal installments beginning on the first anniversary date of the grant date.
- F5On March 6, 2017, the reporting person was granted 62,307 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.