Valaris Limited (VAL) Form 4 Valaris / PAUL E ROWSEY III 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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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^*

ROWSEY PAUL E III

(Last) (First) (Middle)

110 CANNON STREET

(Street)

LONDON X0 EC4N 6EU

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Valaris plc [ VAL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

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
Class A Ordinary Shares	06/01/2020		M		3,626	A	(1)	34,220	D
Class A Ordinary Shares	06/01/2020		M		3,483	A	(2)	37,703	D
Class A Ordinary Shares	06/01/2020		F		733(3)	D	$0.32	36,970	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 Share Units	(1)	06/01/2020		M			3,626	(4)	(4)	Class A Ordinary Shares	3,626	$0	0	D
Restricted Share Units	(2)	06/01/2020		M			3,483	(5)	(5)	Class A Ordinary Shares	3,483	$0	3,483	D

Explanation of Responses:

1. The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 per share, of our Class A ordinary shares actually issued in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $1,300.80 to Valaris plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 374 shares were withheld and not issued to satisfy certain tax withholding obligations.

2. The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 per share, of our Class A ordinary shares actually issued in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $1,249.60 to Valaris with respect to the shares actually issued upon vesting of the restricted share units. The remaining 359 shares were withheld and not issued to satisfy certain tax withholding obligations.

3. These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.

4. On June 1, 2017, the reporting person was granted 10,878 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

5. On June 1, 2018, the reporting person was granted 10,449 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Davor S. Vukadin, by Power of Attorney	06/03/2020
	** 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).
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