SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Valaris Ltd [ VAL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/09/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares, $0.01 par value per share ("Common Shares") | 06/09/2022 | A | 3,068(1) | A | (1) | 25,091 | I | See footnotes(2)(3) | ||
| Common Shares | 9,412,822(4) | I | See footnotes(3)(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Consists of a grant of 3,068 restricted stock units to Mr. Joseph Goldschmid ("Mr. Goldschmid"), an employee of Oak Hill Advisors, L.P. ("OHA", or the "Reporting Person") and a member of the board of directors of the Issuer, which represent Mr. Goldschmid's annual equity retainer. These restricted stock units will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of the Issuer's shareholders. Mr. Goldschmid has separately reported this grant on his own Form 4 as well. |
| 2. Pursuant to the policies of OHA, the restricted stock units received by Mr. Goldschmid are held for the benefit of certain OHA clients. |
| 3. OHA acts (directly or through an affiliate) as investment adviser to certain funds and client accounts (together, the "Oak Hill Advisory Entities"), with respect to the Common Shares directly held by the Oak Hill Advisory Entities. OHA is a subsidiary business of T. Rowe Price Associates, Inc. ("TRP"). OHA's beneficial ownership does not include any shares that may be beneficially owned by TRP. OHA disclaims beneficial ownership of the Common Shares held by the Oak Advisory Entities beyond its respective pecuniary interest therein, if any, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended. |
| 4. The Form 3 filed by OHA on May 10, 2021 reported 8,979,806 Common Shares. Due to a rounding adjustment, the Oak Hill Advisory Entities in fact received 8,979,805 Common Shares, one Common Share less than the 8,979,806 Common Shares reported on the Form 3. Each Form 4 filed by the Reporting Person prior to the date hereof and since the filing of the Form 3 has not reflected such rounding adjustment. However, the number of Common Shares set forth on this line reflects such rounding adjustment. |
| 5. Reflects securities held by the Oak Hill Advisory Entities. |
| Oak Hill Advisors, L.P., By: /s/ Gregory S. Rubin, Authorized Signatory | 06/13/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||