Anton Dibowitz - 04 Sep 2024 Form 4 Insider Report for Valaris Ltd (VAL)

Signature
/s/ Andrew Campbell, by power-of-attorney
Issuer symbol
VAL
Transactions as of
04 Sep 2024
Net transactions value
-$10,777,953
Form type
4
Filing time
06 Sep 2024, 16:45:31 UTC
Previous filing
23 Jul 2024
Next filing
27 Sep 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VAL Common Shares Award $0 +97,391 +93% $0.000000 201,805 04 Sep 2024 Direct F1
transaction VAL Common Shares Award $0 +13,148 +6.5% $0.000000 214,953 04 Sep 2024 Direct F2
transaction VAL Common Shares Options Exercise +16,557 +7.7% 231,510 04 Sep 2024 Direct F3
transaction VAL Common Shares Options Exercise +16,557 +7.2% 248,067 04 Sep 2024 Direct F4
transaction VAL Common Shares Options Exercise +340,866 +137% 588,933 04 Sep 2024 Direct F5
transaction VAL Common Shares Tax liability $10,777,953 -190,659 -32% $56.53 398,274 04 Sep 2024 Direct F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VAL Performance Share Units Options Exercise -16,557 -100% 0 04 Sep 2024 Common Shares 16,557 Direct F3
transaction VAL Performance Share Units Options Exercise -16,557 -100% 0 04 Sep 2024 Common Shares 16,557 Direct F4
transaction VAL Performance Share Units Options Exercise -340,866 -100% 0 04 Sep 2024 Common Shares 340,866 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the settlement of performance share units ("PSUs") that were subject to vesting based on the issuer's achievement of relative return on capital employed metrics, which vested at 100% achievement on September 4, 2024 upon the certification of such achievement by the issuer's Compensation Committee of the Board of Directors (the "Certification Date"). Each PSU was settled with the issuance of one share of the issuer's common shares, par value $0.01 per shares (the "Common Shares").
F2 Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2023 through June 30, 2024 performance period, which vested at 81% achievement on the Certification Date.
F3 Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2022 through June 30, 2023 performance period, which were previously determined to be earned at 102% achievement but remained subject to service based vesting conditions through the Certification Date.
F4 Represents the settlement of PSUs that were subject to vesting based on the issuer's achievement of strategic goals during the July 1, 2021 through June 30, 2022 performance period, which were previously determined to be earned at 102% achievement but remained subject to service based vesting conditions through the Certification Date.
F5 Represents the settlement of PSUs that were subject to vesting based on the Common Share's achievement of three designated share price hurdles, of which two share price hurdles were achieved. Thus, two-thirds of such PSUs vested on the Certification Date and the remaining one-third was forfeited.
F6 These Common Shares were withheld upon the settlement of the PSUs noted above to enable the reporting person to satisfy tax withholding obligations that arose upon such settlement, which will be paid by the issuer to the appropriate taxing authority in cash.