SEC Form 4 · accession 0000314808-18-000105
Valaris Ltd · VAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Roderick Clark
Director
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 4:52 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, 2018 | M | 3,562 | — | A | 44,591 | D | |
| Class A Ordinary SharesF2 | Jun 1, 2018 | M | 6,909 | — | A | 51,500 | D | |
| Class A Ordinary SharesF3 | Jun 1, 2018 | M | 10,549 | — | A | 62,049 | D | |
| Class A Ordinary SharesF4 | Jun 1, 2018 | F | 7,421 | $6.58 | D | 54,628 | 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, 2018 | A | 30,396 | A | — | — | Class A Ordinary Shares | 30,396 | 30,396 | D |
| Restricted Share UnitsF1,F7 | — | Jun 1, 2018 | M | 3,562 | D | — | — | Class A Ordinary Shares | 3,562 | 0 | D |
| Restricted Share UnitsF2,F8 | — | Jun 1, 2018 | M | 6,909 | D | — | — | Class A Ordinary Shares | 6,909 | 6,909 | D |
| Restricted Share UnitsF3,F9 | — | Jun 1, 2018 | M | 10,549 | D | — | — | Class A Ordinary Shares | 10,549 | 21,098 | D |
Explanation of responses
- F1The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and 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 $230.40 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 1,258 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F2The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and 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 $447.00 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 2,439 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F3The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and 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 $682.50 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 3,724 shares were withheld and not issued to satisfy certain tax withholding obligations.
- F4These 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.
- 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.
- F6On June 1, 2018, the reporting person was granted 30,396 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F7On 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.
- F8On June 1, 2016, the reporting person was granted 20,727 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F9On June 1, 2017, the reporting person was granted 31,647 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.