| 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 | -90.9K | -100% | 0 | Sep 30, 2022 | Ordinary Shares | 90.9K | $0.00 | Direct | F1, F2, F3 | ||
| transaction | NE | Restricted Stock Unit | Award | +90.9K | 90.9K | Sep 30, 2022 | Ordinary Shares | 90.9K | $0.00 | Direct | F1, F2, F3 | |||
| transaction | NE | Peformance Vested Restricted Stock Units | Disposed to Issuer | -379K | -100% | 0 | Sep 30, 2022 | Ordinary Shares | 379K | $0.00 | Direct | F1, F2, F4, F5 | ||
| transaction | NE | Peformance Vested Restricted Stock Units | Award | +354K | 354K | Sep 30, 2022 | A Ordinary Shares | 354K | $0.00 | Direct | F1, F2, F4, F5 |
| 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 ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), 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 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 (as applicable, a "Company RSU" or a "Company PVRSU"). |
| F3 | The reported Company RSUs will vest and settle as follows: (a) 70,840 RSUs will vest and settle 50% on February 5, 2023, and 50% on February 5, 2024; (b) 20,078 RSUs will vest and settle 1/3 on February 3, 2023, 1/3 on February 3, 2024, and 1/3 on February 3, 2025. |
| F4 | On September 30, 2022, the results of certain of the applicable performance metrics relating to a portion of the outstanding Company PVRSUs were deemed determined (the "Lock-In Determinations"), and such shares attributable to the Lock-In Determinations (the "Earned PVRSU Shares") will be subject to time vesting only. The remainder of the Company PVRSUs (the "Unearned PVRSU Shares") remain subject to the same performance based metrics over a three-year performance cycle. The Earned PVRSU Shares and the Unearned PVRSU Shares remain subject to the reporting person's continued service through the end of the original performance period. In respect of Company PVRSUs received by the reporting person on September 30, 2022 pursuant to the BCA: (a) up to 274,947 Company PVRSUs originally granted on February 3, 2021, will vest and settle on February 5, 2024, and (b) up to 79,053 Company PVRSUs originally granted on February 3, 2022, |
| F5 | (Continued from Footnote 4) will vest and settle on February 3, 2025. The number of units attributable to the Unearned PVRSU Shares represents the maximum number of Company Shares that could be earned, which is equal to 200% of the number of such units. |
Senior Vice President, General Counsel, and Corporate Secretary