Anthony G. Petrello - Aug 27, 2023 Form 4 Insider Report for Nabors Energy Transition Corp. II (NETDU)

Role
President, CEO and Secretary, Director, 10%+ Owner
Signature
/s/ Anthony G. Petrello
Stock symbol
NETDU
Transactions as of
Aug 27, 2023
Transactions value $
$0
Form type
4
Date filed
8/28/2023, 04:06 PM
Previous filing
Jul 13, 2023
Next filing
Dec 19, 2023

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 NETDU Class F Ordinary Shares Other -1M -11.73% 7.53M Aug 27, 2023 Class B Ordinary Shares 1M See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class F Ordinary Shares are automatically convertible into the Issuer's Class B Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Prior to and following the Issuer's initial business combination, the Class B Ordinary Shares will be convertible, at the option of the holder, into the Issuer's Class A Ordinary Shares.
F2 The Class F Ordinary Shares owned by Nabors Energy Transition Sponsor II LLC (the "Sponsor") included up to 1,125,000 Class F Ordinary Shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise their over-allotment option in full as described in the Issuer's Registration Statement on Form S-1 (File No. 333-272810). Because the underwriters exercised their over-allotment option in part, the Sponsor forfeited 1,000,000 Class F Ordinary Shares on August 27, 2023 for cancellation by the Issuer.
F3 The Sponsor is the record holder of the shares reported herein. The Sponsor is owned by Nabors Lux 2 S.a.r.l. and Greens Road Energy II LLC, a Cayman Islands limited liability company ("Greens Road"). Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd., an affiliate of the Sponsor ("Nabors"). Mr. Petrello is the Chairman, President and Chief Executive Officer of Nabors. Greens Road is controlled by Mr. Petrello. As such, Mr. Petrello may be deemed to have or share beneficial ownership of the ordinary shares held directly by the Sponsor. Mr. Petrello disclaims any beneficial ownership of securities held by the Sponsor or deemed held by Greens Road other than to the extent of any pecuniary interest he may have therein, directly or indirectly.