Form 4 for NE Noble Corp plc
Accepted 2022-10-03 00:00:00 ET · period of report 2022-09-30 · accession 0000899243-22-032479 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-10-03 | 2022-09-30+ | NE | SLEDGE CHARLES M | Dir | A - Grant | — | +32.7K | 32.7K | New | — |
| D | 2022-10-03 | 2022-09-30 | NE | SLEDGE CHARLES M | Dir | D - Sale to Iss | — | -5,497 | 0 | -100% | — |
| DM | 2022-10-03 | 2022-09-30+ | NE | SLEDGE CHARLES M | Dir | D - Sale to Iss | $0.00 | -54.4K | 0 | -100% | $0 |
| D | 2022-10-03 | 2022-09-30 | NE | SLEDGE CHARLES M | Dir | A - Grant | — | +27.2K | 27.2K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | A Ordinary Shares | 2022-09-30 | A | A | 5,497 | — | 5,497 | D | — | — | (F1) 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"), NobleCorporation 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 ("MaerskDrilling"), 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 Aordinary 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 | Common | Ordinary Shares | 2022-09-30 | D | D | 5,497 | — | 0 | D | — | — | (F1) 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"), NobleCorporation 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 ("MaerskDrilling"), 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 Aordinary 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. |
| 3 | Common | A Ordinary Shares | 2022-10-03 | A | A | 27,202 | — | 32,699 | D | — | — | (F3) The reported securities vested and settled in connection with the closing of the Merger. |
| 4 | Derivative | Restricted Stock Unit | 2022-09-30 | D | D | 27,202 | — | 0 | D | $0.00 · — to — | 27,202 Ordinary Shares | (F2) 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. |
| 5 | Derivative | Restricted Stock Unit | 2022-10-03 | D | D | 27,202 | $0.00 | 0 | D | $0.00 · — to — | 27,202 A Ordinary Shares | (F3) The reported securities vested and settled in connection with the closing of the Merger. |
| 6 | Derivative | Restricted Stock Unit | 2022-09-30 | A | A | 27,202 | — | 27,202 | D | $0.00 · — to — | 27,202 A Ordinary Shares | (F2) 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. |