Form Type: 4

SEC EDGAR Link
Accession Number:0000314808-19-000176
Date:2019-11-12
Issuer: VALARIS PLC (VAL)
Original Submission Date:

Reporting Person:

CLARK JAMES RODERICK
6 CHESTERFIELD GARDENS
3RD FLOOR LONDON, X0 W1J 5BQ

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A ORDINARY SHARES 2019-11-12 M 22,806 a $0.00 40,924 direct
CLASS A ORDINARY SHARES 2019-11-12 M 5,066 a $0.00 45,990 direct
CLASS A ORDINARY SHARES 2019-11-12 M 2,637 a $0.00 48,627 direct
CLASS A ORDINARY SHARES 2019-11-12 F 2,442 d $4.53 46,185 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED SHARE UNITS 0.0 2019-11-12 deemed execution date M 22,806 (d) class a ordinary shares 22,806 $0.00 0 direct
RESTRICTED SHARE UNITS 0.0 2019-11-12 deemed execution date M 5,066 (d) class a ordinary shares 5,066 $0.00 0 direct
RESTRICTED SHARE UNITS 0.0 2019-11-12 deemed execution date M 2,637 (d) class a ordinary shares 2,637 $0.00 0 direct
Footnotes
IDfootnote
f1 the restricted share units convert into class a ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 per share, of our class a ordinary shares actually issued in accordance with u.k. corporate law. in connection with the transaction reported above, the reporting person paid $8,392.40 to valaris with respect to the shares actually issued upon vesting of the restricted share units. the remaining 1,825 shares were withheld and not issued to satisfy certain tax withholding obligations.
f2 the restricted share units convert into class a ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 per share, of our class a ordinary shares actually issued in accordance with u.k. corporate law. in connection with the transaction reported above, the reporting person paid $1,864.80 to valaris with respect to the shares actually issued upon vesting of the restricted share units. the remaining 406 shares were withheld and not issued to satisfy certain tax withholding obligations.
f3 the restricted share units convert into class a ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 per share, of our class a ordinary shares actually issued in accordance with u.k. corporate law. in connection with the transaction reported above, the reporting person paid $970.40 to valaris with respect to the shares actually issued upon vesting of the restricted share units. the remaining 211 shares were withheld and not issued to satisfy certain tax withholding obligations.
f4 these shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority incash.
f5 in connection with the director's resignation from the board on november 12, 2019, the compensation committee and the board approved the accelerated vesting of the unvested june 2019 grant of 22,806 restricted share units held by the retiring director, effective immediately prior to his retirement. all other unvested restricted share unit awards held by the director will automatically vest in accordance with their terms upon the date of his retirement.
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