Nabors Energy Transition Corp. II (NETD) Form 3 Nabors Energy Transition Corp. II / Colleen Calhoun 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^*

Calhoun Colleen

(Last) (First) (Middle)

515 WEST GREENS ROAD, SUITE 1200

(Street)

HOUSTON TX 77067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2023

3. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. II [ NETD.U ]

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

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

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
Class F Ordinary Shares	(1)	(1)	Class B Ordinary Shares	50,000	(1)	D

Explanation of Responses:

1. The Class F Ordinary Shares are automatically convertible into the Issuer's Class B Ordinary Shares 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. The Class F Ordinary Shares are subject to forfeiture under certain circumstances relating to the Reporting Person's service on the Issuer's Board of Directors. Prior to and following the Issuer's initial business combination, the Class B Ordinary Shares will be convertible, at the option of the holder, into the Issuer's Class A Ordinary Shares.

Remarks:

Exhibit List: 24.1 - Power of Attorney

	/s/ Colleen Calhoun, by Michael Rasmuson as Attorney-in-Fact	07/13/2023
	** 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).
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