Nabors Lux 2 S.a.r.l. - 27 Aug 2023 Form 4 Insider Report for Nabors Energy Transition Corp. II (NETD)

Role
10%+ Owner
Signature
/s/ Nabors Lux 2 S.a.r.l., by Michael Rasmuson as Attorney-in-Fact
Issuer symbol
NETD
Transactions as of
27 Aug 2023
Net transactions value
$0
Form type
4
Filing time
28 Aug 2023, 16:09:07 UTC
Previous filing
13 Jul 2023
Next filing
19 Dec 2023
SEC
View on sec.gov

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 -1,000,000 -12% 7,525,000 27 Aug 2023 Class B Ordinary Shares 1,000,000 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. Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd. and affiliate of the Sponsor. As such, Nabors Lux 2 S.a.r.l. may be deemed to have or share beneficial ownership of the ordinary shares held by the Sponsor. Nabors Lux 2 S.a.r.l. disclaims any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly.