Sec Form 4 Filing - PETRELLO ANTHONY G @ NABORS INDUSTRIES LTD - 2019-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PETRELLO ANTHONY G
2. Issuer Name and Ticker or Trading Symbol
NABORS INDUSTRIES LTD [ NBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHAIRMAN, PRESIDENT & CEO
(Last) (First) (Middle)
C/O NABORS CORPORATE SERVICES, 515 WEST GREENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2019
(Street)
HOUSTON, TX77067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2019 F( 1 ) 99 ( 1 ) D $ 2.87 5,104,712 D
Common Stock 01/02/2020 D( 2 ) 191,256 ( 2 ) D $ 0 4,913,456 D
Common Stock 01/02/2020 F( 3 ) 53,464 ( 3 ) D $ 2.96 4,859,992 D
Common Stock 01/02/2020 A( 4 ) 2,549,737 ( 4 ) A $ 0 7,409,729 D
Common Stock 01/02/2020 A( 5 ) 657,895 ( 5 ) A $ 0 8,067,624 D
Common Stock 6,537,578 I Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PETRELLO ANTHONY G
C/O NABORS CORPORATE SERVICES
515 WEST GREENS ROAD
HOUSTON, TX77067
X CHAIRMAN, PRESIDENT & CEO
Signatures
/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello 01/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the number of shares surrendered on December 31, 2019 to satisfy the tax withholding on the vesting of 250 restricted shares out of the 750 restricted shares originally granted on December 31, 2018. The 151 vested shares remaining were retained by the executive.
( 2 )Represents the number of TSR shares forfeited on January 2, 2020, out of a total of 318,761 TSR shares originally granted to Mr. Petrello on January 3, 2017, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2017 and ending on December 31, 2019, as determined on January 2, 2020 by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").
( 3 )Reflects the number of shares surrendered on January 2, 2020 to satisfy the tax withholding on the vesting of 127,505 TSR shares earned out of a total of 318,761 shares originally granted to Mr. Petrello on January 3, 2017, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2017 and ending on December 31, 2019, as determined on January 2, 2020 by the Compensation Committee. The remaining 74,041 earned and vested shares were retained by the executive.
( 4 )These Performance shares were earned and granted to Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2019, as determined on January 2, 2020, by the Compensation Committee. The Performance shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant.
( 5 )Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2020 to December 31, 2022) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated.

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