| 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 |
| |||||||||||||||
| 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 Noble Corp plc [ NE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | ||||||
| Ordinary Shares | 09/30/2022 | D | 27,510(1) | D | (1) | 0 | D | |||
| A Ordinary Shares | 09/30/2022 | A | 27,510(1) | A | (1) | 27,510 | 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 | ||||||||
| Restricted Stock Unit(1) | $0.00 | 09/30/2022 | D | 118,401(2)(3) | (3) | (3) | Ordinary Shares | 118,401 | (2) | 0 | D | ||||
| Restricted Stock Unit(1) | $0.00 | 09/30/2022 | A | 118,401 | (3) | (3) | Ordinary Shares | 118,401 | (2) | 118,401 | D | ||||
| Peformance Vested Restricted Stock Units(1) | $0.00 | 09/30/2022 | D | 492,262(4)(5) | (2)(4)(5) | (2)(4)(5) | Ordinary Shares | 492,262 | (3)(4)(5) | 0 | D | ||||
| Peformance Vested Restricted Stock Units(1) | $0.00 | 09/30/2022 | A | 461,060(2)(4)(5) | (4)(5) | (4)(5) | A Ordinary Shares | 461,060 | (2)(4)(5) | 461,060 | 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 ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), among other things, (i) 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 (ii) the Company completed a voluntary tender exchange offer to Maersk Drilling. |
| 2. Pursuant to the BCA, each award of time vested restricted stock units ("Noble Cayman RSU") and performance vested restricted stock units ("Noble Cayman PVRSU") with respect to ordinary shares, par value $0.00001 per share, of Noble Cayman ("Noble Cayman Shares") outstanding immediately prior to the consummation of the Merger, was converted into the right to acquire, on the same terms and conditions as were applicable under the Noble Cayman RSU or Noble Cayman PVRSU, as applicable (including any vesting conditions), that number of Company Shares equal to the number of Noble Cayman Shares subject to such award (as applicable, a "Company RSU" or a "Company PVRSU"). |
| 3. The reported Company RSUs will vest and settle as follows: (a) 91,373 RSUs will vest and settle 50% on February 5, 2023, and 50% on February 5, 2024; (b) 27,028 RSUs will vest and settle 1/3 on February 3, 2023, 1/3 on February 3, 2024, and 1/3 on February 3, 2025. |
| 4. On September 30, 2022, the results of certain of the applicable performance metrics relating to a portion of the outstanding Company PVRSUs were deemed determined (the "Lock-In Determinations"), and such shares attributable to the Lock-In Determinations (the "Earned PVRSU Shares") will be subject to time vesting only. The remainder of the Company PVRSUs (the "Unearned PVRSU Shares") remain subject to the same performance based metrics over a three-year performance cycle. The Earned PVRSU Shares and the Unearned PVRSU Shares remain subject to the reporting person's continued service through the end of the original performance period. In respect of Company PVRSUs received by the reporting person on September 30, 2022 pursuant to the BCA: (a) up to 354,642 Company PVRSUs originally granted on February 3, 2021, will vest and settle on February 5, 2024, and (b) up to 106,4183 Company PVRSUs originally granted on February 3, 2022, |
| 5. (Continued from Footnote 4) will vest and settle on February 3, 2025. The number of units attributable to the Unearned PVRSU Shares represents the maximum number of Company Shares that could be earned, which is equal to 200% of the number of such units. |
| Remarks: |
| Senior Vice President and Chief Financial Officer |
| /s/ William E. Turcotte, 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 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. | ||
