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*
PETRELLO ANTHONY G

(Last) (First) (Middle)
C/O NABORS CORPORATE SERVICES
515 WEST GREENS ROAD

(Street)
HOUSTON TX 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN, PRESIDENT & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020
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)
Code V Amount (A) or (D) Price
Common Stock 12/29/2020 G(1) V 5,400(1) D $56.31 139,902(2) I Trust
Common Stock 12/31/2020 F(3) 3(2)(3) D $56.67 138,320(2) D
Common Stock 01/02/2021 F(4) 6,940(4) D $58.23 131,380(2) D
Common Stock 01/02/2021 A(5) 51,779(5) A $0 183,159(2) D
Common Stock 01/02/2021 F(6) 6,785(6) D $58.23 176,374(2) D
Common Stock 01/04/2021 A(7) 41,463(7) A $0 217,837(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares were donated to a charitable foundation.
2. On April 22, 2020, the Issuer effected a 1-for-50 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported here have been adjusted to reflect the Reverse Stock Split.
3. Reflects the number of shares surrendered on December 31, 2020 to satisfy the tax withholding on the vesting of 5 restricted shares out of the 15 restricted shares originally granted on December 31, 2018. The 2 vested shares remaining were retained by the executive.
4. Reflects the number of shares surrendered on January 2, 2021 to satisfy the tax withholding on the vesting of 16,999 shares of the 50,996 Performance shares originally granted on January 2, 2020. The remaining 10,059 vested shares were retained by the executive.
5. These Performance restricted share units were earned and granted to Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2020, as determined on December 31, 2020, by the Compensation Committee. The number of Performance restricted share units reported represents the actual amount that was earned, which is 196.76% of the target number. The Performance restricted share units are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 2, 2020.
6. Reflects the number of Performance restricted share units surrendered on January 2, 2021 to satisfy the tax withholding on the vesting of 17,260 Performance restricted share units of the 51,779 Performance restricted share units earned on January 2, 2021 out of the 52,632 Performance restricted share units that were originally granted on January 2, 2020. The remaining 10,475 vested Performance shares were retained by the executive.
7. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2021 to December 31, 2023) 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.
/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello 01/05/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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