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 Weatherford International plc [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/13/2019 | ||||||||||||||||||||||||||
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 | ||||||
Ordinary Shares | 12/13/2019 | F(1)(2)(3) | 77,049 | D | $0.0156(1)(2)(3) | 447,679 | D | |||
Ordinary Shares | 12/13/2019 | A(1)(4) | 524,274 | A | $0.0156(1)(4) | 971,953 | D | |||
Ordinary Shares | 12/13/2019 | F(1)(4)(5) | 206,301 | D | $0.0156(1)(4)(5) | 765,652 | D | |||
Ordinary Shares | 12/13/2019 | D(1)(6) | 765,652 | D | $0(1)(6) | 0 | D | |||
Ordinary Shares | 12/13/2019 | A(1)(7) | 531 | A | $0(1)(7) | 531 | 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 | ||||||||
Warrants (right to buy) | $99.96 | 12/13/2019 | A(1)(8) | 5,898 | 12/13/2019 | 12/13/2023 | Ordinary Shares | 5,898 | $0(1)(8) | 5,898 | D |
Explanation of Responses: |
1. On July 1, 2019, Weatherford International plc (the "Issuer"), Weatherford International Ltd., and Weatherford International, LLC (collectively, the "Company") commenced voluntary cases under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") under the caption In re Weatherford International plc, et al. seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. On September 9, 2019, the Company filed with the Bankruptcy Court the proposed Second Amended Joint Prepackaged Plan of Reorganization of Weatherford International plc and its Affiliate Debtors, dated September 9, 2019 (the "Plan"). On September 11, 2019, the Bankruptcy Court entered an order, Docket No. 343, confirming and approving the Plan. On December 13, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Company emerged from bankruptcy. |
2. Pursuant to the terms of the award agreements, immediately prior to the Effective Date, all outstanding restricted stock units vested. |
3. Transaction was a withholding of a portion of vested restricted share units to satisfy the reporting person's tax withholding obligations upon vesting, pursuant to the award agreements and associated equity incentive plan under which the awards were granted. |
4. Pursuant to the terms of the award agreements, immediately prior to the Effective Time, all outstanding performance share units previously granted vested at a multiple of two times the number of units granted. Includes awards granted on January 24, 2017 and January 31, 2018. |
5. Transaction was a withholding of a portion of vested performance share units to satisfy the reporting person's tax withholding obligations upon vesting, pursuant to the award agreements and associated equity incentive plan under which the awards were granted. |
6. On the Effective Date, all of the Issuer's outstanding ordinary shares were cancelled and extinguished pursuant to the Plan. |
7. New shares of the Issuer's ordinary Shares, par value $.001 per share (the "New Ordinary Shares") were issued to the Reporting Person on the Effective Date pursuant to the Plan. The receipt of the New Ordinary Shares by the Reporting Person was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. |
8. Warrants to purchase New Ordinary Shares (the "Warrants") were issued to the Reporting Person on the Effective Date pursuant to the Plan. The Warrants may be exercised at any time prior to their expiration. The receipt of the Warrants by the Reporting Person was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. |
Remarks: |
Christine M. Morrison, by Power of Attorney | 12/17/2019 | |
** 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. |