Noble (NE) Form 4 Noble / JAMES A MACLENNAN ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

MACLENNAN JAMES A

(Last) (First) (Middle)

13135 S. DAIRY ASHFORD SUITE 800

(Street)

SUGAR LAND TX 77478

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Noble Corp plc [ NE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP-CFO & Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Shares	01/28/2016		A		28,181	A	$0.00	138,110	D
Shares	01/28/2016		F		8,009	D	$7.75	130,101	D
Shares	01/29/2016		A		11,961	A	$0.00	142,062	D
Shares	01/29/2016		F		3,299	D	$7.625	138,763	D
Shares	01/29/2016		A		18,118	A	$0.00	156,881	D
Shares	01/29/2016		F		4,890	D	$7.625	151,991	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Restricted Stock Units	$0.00	01/28/2016		D			50,030(1)(2)	(1)	(1)	Shares	50,030(1)(2)	$0.00	0	D
Restricted Stock Units	$0.00	01/29/2016		D			11,961(2)(3)	(4)	(4)	Shares	11,961(2)	$0.00	11,962(2)	D
Restricted Stock Units	$0.00	01/29/2016		D			18,118(5)	(4)	(4)	Shares	18,118	$0.00	36,237	D

Explanation of Responses:

1. Represents performance based restricted share units awarded on February 1, 2013 relating to a three-year performance cycle (2013-2015). Based on performance at the end of the performance cycle, 28,181 shares underlying this award vested and 21,849 shares underlying this award were forfeited.

2. Total share amount reflects an adjustment to outstanding awards as a result of the spin-off of Paragon Offshore plc. The number of shares awarded prior to the spin-off have been increased to provide awardee with substantially equivalent economic value after the spin-off.

3. Represents the second of three vesting events for restricted stock units awarded on January 29, 2014.

4. The restricted stock units vest and settle in three equal annual installments beginning on the first anniversary of the grant date.

5. Represents the first of three vesting events for restricted stock units awarded on January 29, 2015.

Remarks:

	/s/ Julie R. Robertson By Power of Attorney dated January 6, 2012.	02/01/2016
	** 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.