Noble (NBLWF) Form 3 Noble / MIKKEL IPSEN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

IPSEN MIKKEL

(Last) (First) (Middle)

13135 DAIRY ASHFORD, SUITE 800

(Street)

SUGAR LAND TX 77478

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)(2)(3)(4)	(4)	(4)	A Ordinary Shares	1,552	0.00	D

Explanation of Responses:

1. Pursuant to the business combination agreement, dated November 10, 2021 (as amended, the "BCA"), by and among Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability ("Noble Cayman"), Noble Corporation plc, a public limited company formed under the laws of England and Wales (the "Company"), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), among other things, (i) on September 30, 2022, Noble Cayman merged with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company and each ordinary share of Noble Cayman was converted into A ordinary shares, par value $0.00001 per share, of the Company (the "Company Shares") and

2. (Continued from Footnote 1) (ii) on October 3, 20222, the Company completed a voluntary tender exchange offer to Maersk Drilling (the "Offer" and, together with the Merger and the other transactions contemplated by the BCA, the "Business Combination").

3. On October 3, 2022, each Maersk Drilling restricted stock unit award (a "Maersk Drilling RSU Award") that was outstanding immediately prior to the consummation of the Offer was exchanged with the right to receive (an "RSU"), on the same terms and conditions as were applicable under the Maersk Drilling incentive plans (including any vesting conditions), that number of Company Shares equal to the product of (1) the number of shares of Maersk Drilling subject to such Maersk Drilling RSU Award immediately prior the closing of the Offer and (2) an exchange ratio of 1.6137, with any fractional Maersk Drilling Shares rounded to the nearest whole share. This report reflects the beneficial ownership of the reporting person upon consummation of the Offer.

4. Each RSU represents a contingent right to receive one Company Share. The reported securities will vest on March 1, 2025.

Remarks:

Vice President of Human Resources

	/s/ William E. Turcotte, as attorney-in-fact	10/03/2022
	** 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 5 (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).
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