Al J. Hirshberg - Sep 30, 2022 Form 4 Insider Report for Noble Corp plc (NE)

Role
Director
Signature
/s/ William E. Turcotte, Attorney-in-Fact
Stock symbol
NE
Transactions as of
Sep 30, 2022
Transactions value $
$0
Form type
4
Date filed
10/3/2022, 08:22 PM
Previous filing
Jan 10, 2023
Next filing
Feb 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NE Ordinary Shares Disposed to Issuer -4.76K -100% 0 Sep 30, 2022 Direct F1
transaction NE A Ordinary Shares Award +4.76K 4.76K Sep 30, 2022 Direct F1
transaction NE A Ordinary Shares Award +22.8K +479.41% 27.6K Oct 3, 2022 Direct F3

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 NE Restricted Stock Unit Disposed to Issuer -22.8K -100% 0 Sep 30, 2022 Ordinary Shares 22.8K $0.00 Direct F2, F3
transaction NE Restricted Stock Unit Award +22.8K 22.8K Sep 30, 2022 A Ordinary Shares 22.8K $0.00 Direct F2
transaction NE Restricted Stock Unit Disposed to Issuer $0 -22.8K -100% $0.00* 0 Oct 3, 2022 A Ordinary Shares 22.8K $0.00 Direct F3
* 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"), 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 convertedinto A ordinary 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.
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.
F3 The reported securities vested and settled in connection with the closing of the Merger.