Nabors Energy Transition Corp. II Class A Ordinary Shares (NETD) Form 4 Nabors Energy Transition / ANTHONY G PETRELLO 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

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X

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^*

PETRELLO ANTHONY G

(Last) (First) (Middle)

515 WEST GREENS ROAD, SUITE 1200

(Street)

HOUSTON TX 77067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. [ NETC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President, CEO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2023

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

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
Class F Common Stock(1)	(1)	12/18/2023		D(3)(4)			5,577,901(3)(4)	(1)	(1)	Class A Common Stock	5,577,901(3)(4)	(3)(4)	0	I	See Footnote(2)

Explanation of Responses:

1. The shares of the Issuer's Class F common stock, par value $0.0001 per share ("NETC Class F Common Stock") are automatically convertible into shares of the Issuer's Class B common stock, par value $0.0001 per share ("NETC Class B Common Stock") at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Prior to and following the Issuer's initial business combination, the shares of NETC Class B Common Stock will be convertible, at the option of the holder, into shares of the Issuer's Class A common stock, par value $0.0001 per share.

2. Nabors Energy Transition Sponsor LLC ("NETC Sponsor") is owned by Nabors Lux 2 S.a.r.l. ("Nabors Lux") and Greens Road Energy LLC, a Delaware limited liability company ("Greens Road"). Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd. ("Nabors"). Mr. Petrello is the Chairman, President and Chief Executive Officer of Nabors. Greens Road is controlled by Mr. Petrello. As such, Mr. Petrello may be deemed to have or share beneficial ownership of the common stock held directly by NETC Sponsor, Nabors Lux and Greens Road. Mr. Petrello disclaims any beneficial ownership of securities held by NETC Sponsor, Nabors Lux and Greens Road other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. On December 14, 2023, Sponsor effectuated a pro rata distribution of 4,325,000 of its shares of NETC Class F Common Stock, of which 1,946,250 were distributed to Greens Road and 2,378,750 were distributed to Nabors Lux. (the "Sponsor Distribution). After giving effect to the Sponsor Distribution, Sponsor is the direct record holder of 2,400,000 shares of Class F Common Stock. Following the Sponsor Distribution, Greens Road distributed the shares it received in the Sponsor Distribution to its members, pursuant to which the Reporting Person received 799,151 shares of Class F Common Stock.

4. The shares reported herein were disposed of in transactions in connection with the closing of the business combination (the "Business Combination") between the Issuer, Vast Renewables Limited ("Vast"), Neptune Merger Sub, Inc. ("Merger Sub"), the Sponsor and Nabors on December 18, 2023, including the merger described herein.

	By: /s/ Anthony G. Petrello, by Michael Rasmuson as Attorney-in-Fact	12/19/2023
	** Signature of Reporting Person	Date
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