Statement of Changes in Beneficial Ownership (4)
February 21 2020 - 6:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
ROBERTSON JULIE J |
2. Issuer Name and Ticker or Trading Symbol
Noble Corp plc
[
NE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO |
(Last)
(First)
(Middle)
13135 S. DAIRY ASHFORD SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2020 |
(Street)
SUGAR LAND, TX 77478
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Vested Restricted Stock Units (1) | $0.00 | 2/19/2020 | | D | | | 2807168 (2) | (3) | (3) | Shares | 2807168 | $0.00 | 1403584 | D | |
Restricted Stock Units (1) | $0.00 | 2/19/2020 | | D | | | 1148387 (4) | (5) | (5) | Shares | 1148387 | $0.00 | 574194 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share. |
(2) | These performance vested restricted stock units, which were granted on February 14, 2020, were cancelled pursuant to that certain Transition Agreement, dated as of February 19, 2020, among the reporting person, the Issuer and a wholly owned subsidiary of the Issuer (the "Transition Agreement"). |
(3) | Number of units shown represents the maximum number of shares that could be earned, which is equal to 200% of the number of units granted. Vesting occurs upon the company achieving total shareholder return and contract drilling margin goals over a three-year performance cycle (2020-2022) relative to a specified peer group. |
(4) | These restricted stock units, which were granted on February 14, 2020, were cancelled pursuant to the Transition Agreement. |
(5) | The restricted stock units vest and settle in three equal annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROBERTSON JULIE J 13135 S. DAIRY ASHFORD SUITE 800 SUGAR LAND, TX 77478 | X |
| Chairman, President and CEO |
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Signatures
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/s/ Melissa M. McEllin by Power of Attorney dated October 25, 2019 | | 2/21/2020 |
**Signature of Reporting Person | Date |
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