Caroline Alting - Oct 3, 2022 Form 3 Insider Report for Noble Corp plc (NE)

Role
Senior Vice President-Operational Excellence
Signature
/s/ William E. Turcotte, as attorney-in-fact
Stock symbol
NE
Transactions as of
Oct 3, 2022
Transactions value $
$0
Form type
3
Date filed
10/3/2022, 08:18 PM
Next filing
Feb 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NE A Ordinary Shares 977 Oct 3, 2022 Direct F1, F2

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
holding NE Restricted Stock Units Oct 3, 2022 A Ordinary Shares 18.2K $0.00 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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"), Noble Corporation plc, a public limited company formed under the laws of England and Wales (the "Company"), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), among other things, (i) on September 30, 2022, 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 A ordinary shares, par value $0.00001 per share, of the Company (the "Company Shares") and
F2 (Continued from Footnote 1) (ii) on October 3, 20222, the Company completed a voluntary tender exchange offer to Maersk Drilling (the "Offer" and, together with the Merger and the other transactions contemplated by the BCA, the "Business Combination").
F3 On October 3, 2022, each Maersk Drilling restricted stock unit award (a "Maersk Drilling RSU Award") that was outstanding immediately prior to the consummation of the Offer was exchanged with the right to receive (an "RSU"), on the same terms and conditions as were applicable under the Maersk Drilling incentive plans (including any vesting conditions), that number of Company Shares equal to the product of (1) the number of shares of Maersk Drilling subject to such Maersk Drilling RSU Award immediately prior the closing of the Offer and (2) an exchange ratio of 1.6137, with any fractional Maersk Drilling Shares rounded to the nearest whole share. This report reflects the beneficial ownership of the reporting person upon consummation of the Offer.
F4 Each RSU represents a contingent right to receive one Company Share. 1,041 RSUs will vest on April 1, 2023, 5,670 RSUs will vest on September 1, 2023, 6,061 RSUs will vest on March 1, 2024 and 5,449 RSUs will vest on March 1, 2025.

Remarks:

Senior Vice President-Operational Excellence