Sec Form 4 Filing - Restrepo William J @ NABORS INDUSTRIES LTD - 2021-12-31

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
Restrepo William J
2. Issuer Name and Ticker or Trading Symbol
NABORS INDUSTRIES LTD [ NBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O NABORS CORPORATE SERVICES, INC., 515 W. GREENS RD., SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(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 12/31/2021 D( 1 ) 5,179( 1 ) D $ 0 86,168 D
Common Stock 12/31/2021 F( 2 ) 2,039( 2 ) D $ 81.09 84,129 D
Common Stock 01/01/2022 A( 3 ) 17,317( 3 ) A $ 0 101,446 D
Common Stock 01/02/2022 F( 4 ) 714( 4 ) D $ 81.09 100,732 D
Common Stock 01/02/2022 F( 5 ) 910( 5 ) D $ 81.09 99,822 D
Common Stock 01/04/2022 M( 6 ) 3,422( 6 ) A $ 0 103,244 D
Common Stock 01/04/2022 F( 7 ) 873( 7 ) D $ 97.52 102,371 D
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
2021 Performance Share Units ( 8 ) 01/04/2022 A( 9 ) 10,267( 9 ) ( 9 ) ( 9 ) Common Stock 10,267 $ 0 10,267 D
2021 Performance Share Units ( 8 ) 01/04/2022 M( 6 ) 3,422( 6 ) ( 9 ) ( 9 ) Common Stock 3,422 $ 0 6,845 D
2021 Warrants $ 166.6666 01/04/2022 A( 10 ) 4,655( 10 ) 06/11/2021 06/11/2026 Common Stock 4,655 $ 0 38,586( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Restrepo William J
C/O NABORS CORPORATE SERVICES, INC.
515 W. GREENS RD., SUITE 1200
HOUSTON, TX77067
Chief Financial Officer
Signatures
/s/ Mark D. Andrews by Power of Attorney for William Restrepo 01/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of TSR shares forfeited on December 31, 2021, out of a total of 10,358 TSR shares originally granted to Mr. Restrepo on January 2, 2019, based on the Issuer's relative total shareholder return as compared to apeer group of companies during the three-year performance period beginning on January 1, 2019 and ending on December 31, 2021, as determined on December 31, 2021, by the Compensation Committee of the Issuer's Board of Directors(the "Compensation Committee").
( 2 )Reflects the number of shares surrendered on December 31, 2021 to satisfy the tax withholding on the vesting of 5,179 TSR shares earned out of a total of 10,358 shares originally granted to Mr. Restrepo on January 2, 2019, 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, 2019 and ending on December 31, 2021, as determined on December 31, 2021 by the Compensation Committee. The remaining 3,140 earned and vested shares were retained by the executive.
( 3 )Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2022 to December 31, 2024) 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.
( 4 )Reflects the number of shares surrendered on January 2, 2022 to satisfy the tax withholding on the vesting of 2,832 shares of the 8,494 Performance shares originally granted on January 2, 2020. The remaining 2,118 vested shares were retained by the executive.
( 5 )Reflects the number of shares surrendered on January 2, 2022 to satisfy the tax withholding on the vesting of 3,259 Performance restricted stock units of the 9,776 Performance restricted stock units earned on January 2, 2021. The remaining 2,349 vested Performance shares were retained by the executive.
( 6 )Reflects the number of shares vesting on January 4, 2022 of the 10,267 earned Performance units settled in shares originally granted on January 4, 2021.
( 7 )Reflects the number of shares surrendered on January 4, 2022 to satisfy the tax withholding on the vesting of 3,422 shares of the 10,267 Performance restricted stock units originally granted on January 4, 2021. The remaining 2,549 vested shares were retained by the executive.
( 8 )Performance Share Units convert into common shares on a 1-for-1 basis.
( 9 )These Performance restricted stock units were earned by Mr. Restrepo pursuant to his employment agreement based on the achievement of certain objectives for the year 2021, as determined on December 31, 2021, by the Compensation Committee. 180% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Restrepo's employment agreement were determined to have been earned to date. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 8,214 performance restricted stock units were settled in cash pursuant to the terms of the applicable award agreement. The Performance restricted stock units that settle in shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 4, 2022.
( 10 )Represents warrants that were originally issued on June 11, 2021 as a distribution to all holders of common shares. Each warrant entitles the holder to purchase one common share (plus an incentive share fraction, if any) at an exercise price of $166.66667 per warrant, subject to certain adjustments. 4,655 of the reported warrants were distributed in connection with the Performance restricted stock units earned by Mr. Restrepo as determined on December 31, 2021 by the Compensation Committee and which have vested.

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