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^*

PETRELLO ANTHONY G

(Last)

(First)

(Middle)

C/O NABORS CORPORATE SERVICES

515 WEST GREENS ROAD

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN, PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2021

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	12/28/2021		G⁽¹⁾	V	3,500	D	$0	136,525	I	Trust
Common Stock	12/31/2021		F⁽²⁾		3⁽²⁾	D	$82.33	210,354	D
Common Stock	12/31/2021		D⁽³⁾		20,916⁽³⁾	D	$0	189,438	D
Common Stock	12/31/2021		F⁽⁴⁾		8,232⁽⁴⁾	D	$81.09	181,206	D
Common Stock	01/01/2022		A⁽⁵⁾		30,305⁽⁵⁾	A	$0	211,511	D
Common Stock	01/02/2022		F⁽⁶⁾		6,690⁽⁶⁾	D	$81.09	204,821	D
Common Stock	01/02/2022		F⁽⁷⁾		6,973⁽⁷⁾	D	$81.09	197,848	D
Common Stock	01/04/2022		F⁽⁸⁾		7,252⁽⁸⁾	D	$97.52	190,596	D
Common Stock	01/04/2022		M⁽⁹⁾		18,428⁽⁹⁾	A	$0	209,024	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)
2021 Performance Share Units	⁽¹⁰⁾	01/04/2022		A⁽¹¹⁾		55,284⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	55,284	$0	55,284	D
2021 Performance Share Units	⁽¹⁰⁾	01/04/2022		M⁽⁹⁾			18,428⁽⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	18,428	$0	36,856	D
2021 Warrants	$166.6666⁽¹²⁾	01/04/2022		A⁽¹²⁾		28,748⁽¹²⁾		06/11/2021	06/11/2026	Common Stock	28,748	$166.666	28,748	D
2021 Warrants	$166.6666⁽¹³⁾							06/11/2021	06/11/2026	Common Stock	126,342⁽¹³⁾		126,342⁽¹³⁾	I	Trust

Explanation of Responses:

1. These shares were donated to a charitable foundation.

2. Reflects the number of shares surrendered on December 31, 2021 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.

3. Represents the number of TSR shares forfeited on December 31, 2021, out of a total of 41,832 TSR shares originally granted to Mr. Petrello 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 of the Issuer's Board of Directors (the "Compensation Committee").

4. Reflects the number of shares surrendered on December 31, 2021 to satisfy the tax withholding on the vesting of 20,916 TSR shares earned out of a total of 41,832 shares originally granted to Mr. Petrello 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 12,685 earned and vested shares were retained by the executive.

5. 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.

6. Reflects the number of shares surrendered on January 2, 2022 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 10,309 vested shares were retained by the executive.

7. Reflects the number of shares surrendered on January 2, 2022 to satisfy the tax withholding on the vesting of 17,260 Performance restricted stock units of the 51,779 Performance restricted stock units earned on January 2, 2021. The remaining 10,287 vested Performance shares were retained by the executive.

8. Reflects the number of shares surrendered on January 4, 2022 to satisfy the tax withholding on the vesting of 18,428 shares of the 55,284 Performance restricted stock units originally granted on January 4, 2021. The remaining 11,176 vested shares were retained by the executive.

9. Reflects the number of shares vesting on January 4, 2022 of the 55,284 earned Performance units settled in shares originally granted on January 4, 2021.

10. Performance Share Units convert into common shares on a 1-for-1 basis.

11. These Performance restricted stock units were earned by Mr. Petrello 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. 196.66% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 53,441 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.

12. These warrants were distributed in connection with the Performance restricted stock units earned by Mr. Petrello as determined on December 31, 2021 by the Compensation Committee and which have vested.

13. 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.

	/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello	01/04/2022
	** Signature of Reporting Person	Date
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