SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Restrepo William J

(Last)

(First)

(Middle)

C/O NABORS CORPORATE SERVICES, INC.

515 W. GREENS RD., SUITE 1200

(Street)

HOUSTON

77067

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2024		M⁽¹⁾		1,075⁽¹⁾	A	$0	108,808	D
Common Stock	01/01/2024		M⁽²⁾		2,887⁽²⁾	A	$0	111,695	D
Common Stock	01/01/2024		F⁽³⁾		952⁽³⁾	D	$81.63	110,743	D
Common Stock	01/01/2024		A⁽⁴⁾		17,975⁽⁴⁾	A	$0	128,718	D
Common Stock	01/01/2024		F⁽⁵⁾		424⁽⁵⁾	D	$81.63	128,294	D
Common Stock	01/02/2024		D⁽⁶⁾		20,534⁽⁶⁾	D	$0	107,760	D
Common Stock	01/02/2024		M⁽⁷⁾		3,422⁽⁷⁾	A	$0	111,182	D
Common Stock	01/02/2024		F⁽⁸⁾		1,347⁽⁸⁾	D	$80.86	109,835	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2023 Performance Share Units	⁽⁹⁾	01/01/2024		A⁽¹⁰⁾		3,225⁽¹⁰⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	3,225	$0	3,225	D
2023 Performance Share Units	⁽⁹⁾	01/01/2024		M⁽¹⁾			1,075⁽¹⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	1,075	$0	2,150	D
2022 Performance Share Units	⁽⁹⁾	01/01/2024		M⁽²⁾			2,887⁽²⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	2,887	$0	2,886	D
2021 Warrants	$166.6666	01/02/2024		A⁽¹¹⁾		1,369⁽¹¹⁾		06/11/2021	06/11/2026	Common Stock	1,369	$0	44,751	D
2021 Warrants	$166.6666	01/02/2024		F⁽¹²⁾			539⁽¹²⁾	06/11/2021	06/11/2026	Common Stock	539	$10.5	44,212	D
2021 Performance Share Units	⁽⁹⁾	01/02/2024		M⁽⁷⁾			3,422⁽⁷⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	3,422	$0	0	D

Explanation of Responses:

1. Reflects the number of shares vesting on January 1, 2024 in respect of the 3,225 earned and vested Performance units originally granted on January 1, 2023.

2. Reflects the number of shares vesting on January 1, 2024 in respect of the 8,659 earned and vested Performance units originally granted on January 1, 2022.

3. Reflects the number of shares surrendered on January 1, 2024 to satisfy the tax withholding on the vesting and issuance of 2,887 shares of the 8,659 Performance restricted stock units originally granted on January 1, 2022. The remaining 1,935 vested shares were retained by the executive.

4. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2024 to December 31, 2026) 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.

5. Reflects the number of shares surrendered on January 1, 2024 to satisfy the tax withholding on the vesting and issuance of 1,075 shares of the 3,225 Performance restricted stock units originally granted on January 1, 2023. The remaining 651 vested shares were retained by the executive.

6. Represents the number of TSR shares forfeited on January 2, 2024, out of a total of 20,534 TSR shares originally granted to Mr. Restrepo on January 4, 2021, 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, 2021 and ending on December 31, 2023, as determined on December 31, 2023, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").

7. Reflects the number of shares vesting on January 2, 2024 of the 10,267 earned Performance units settled in shares originally granted on January 4, 2021.

8. Reflects the number of shares surrendered on January 2, 2024 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 2,075 vested shares were retained by Mr. Restrepo.

9. Performance restricted stock units convert into common shares on a 1-for-1 basis.

10. 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 2023, as determined on December 31, 2023, by the Compensation Committee. 126.5% 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 3,224 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 1, 2024.

11. These warrants were earned in connection with the vesting of Performance restricted stock units on January 2, 2024 by Mr. Restrepo and distributed pursuant to the terms of the applicable award agreements as determined by the Compensation Committee on December 31, 2023.

12. Reflects the number of warrants surrendered on January 2, 2024 to satisfy the tax withholding on the vesting of 1,369 warrants distributed on January 2, 2024 related to vesting of Performance restricted stock units on January 2, 2024 by Mr. Restrepo and distributed pursuant to the terms of the applicable award agreement. The 830 vested warrants remaining were retained by Mr. Restrepo.

	/s/ Mark D. Andrews by Power of Attorney for William Restrepo	01/03/2024
	** Signature of Reporting Person	Date
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