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 NABORS INDUSTRIES LTD [ NBR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
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 Stock | 09/14/2018 | G | V | 175,000 | D | $0 | 6,232,586 | I | Trust | |
Common Stock | 12/31/2018 | G(1) | V | 250,000(1) | D | $0 | 5,982,586 | I | Trust | |
Common Stock | 12/31/2018 | D(2) | 848,142(2) | D | $0 | 2,386,690 | D | |||
Common Stock | 12/31/2018 | A(2) | 750(2) | A | $0 | 2,387,440 | D | |||
Common Stock | 01/02/2019 | D(3) | 450,514(3) | D | $0 | 1,936,926 | D | |||
Common Stock | 01/02/2019 | F(4) | 63,228(4) | D | $2.19 | 1,873,698 | D | |||
Common Stock | 01/02/2019 | A(5) | 2,091,633(5) | A | $0 | 3,965,331 | D |
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. These shares were donated to a charitable foundation for which Mr. Petrello has shared voting and dispositive power. Mr. Petrello disclaims beneficial ownership of the shares held by the charitable foundation. |
2. On December 31, 2018, the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") approved a transaction pursuant to which Mr. Petrello forfeited awards of restricted stock eligible to vest based on the Issuer's relative total shareholder return as compared to a peer group of companies ("TSR Shares") consisting of an aggregate of 848,142 shares, in exchange for which he received an award of 750 restricted shares that vests in equal installments on the first three anniversaries of the date of grant. |
3. Represents the number of TSR shares forfeited on January 2, 2019, out of a total of 600,686 TSR shares originally granted to Mr. Petrello on January 4, 2016, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2016 and ending on December 31, 2018, as determined on January 2, 2019 by the Compensation Committee. |
4. Reflects the number of shares surrendered on January 2, 2019 to satisfy the tax withholding on the vesting of 150,172 TSR shares earned out of a total of 600,686 shares originally granted to Mr. Petrello on January 4, 2016, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2016 and ending on December 31, 2018, as determined on January 2, 2019 by the Compensation Committee. The remaining 86,944 earned and vested shares were retained by the executive. |
5. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2019 to December 31, 2021) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated. |
/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello | 01/03/2019 | |
** 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. |