0000899243-22-032491.txt : 20221003 0000899243-22-032491.hdr.sgml : 20221003 20221003202830 ACCESSION NUMBER: 0000899243-22-032491 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220930 FILED AS OF DATE: 20221003 DATE AS OF CHANGE: 20221003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Laura D. CENTRAL INDEX KEY: 0001748800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41520 FILM NUMBER: 221289375 MAIL ADDRESS: STREET 1: 13135 S. DAIRY ASHFORD, STE. 800 CITY: SUGAR LAND STATE: TX ZIP: 77478 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Noble Corp plc CENTRAL INDEX KEY: 0001895262 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13135 DAIRY ASHFORD STREET 2: SUITE 800 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: (281) 276-6100 MAIL ADDRESS: STREET 1: 13135 DAIRY ASHFORD STREET 2: SUITE 800 CITY: SUGAR LAND STATE: TX ZIP: 77478 FORMER COMPANY: FORMER CONFORMED NAME: Noble Finco Ltd DATE OF NAME CHANGE: 20211123 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-09-30 0 0001895262 Noble Corp plc NE 0001748800 Campbell Laura D. 13135 DAIRY ASHFORD, SUITE 800 SUGAR LAND TX 77478 0 1 0 0 See Remarks Restricted Stock Unit 0.00 2022-09-30 4 D 0 20806 D Ordinary Shares 20806 0 D Restricted Stock Unit 0.00 2022-09-30 4 A 0 20806 A Ordinary Shares 20806 20806 D Peformance Vested Restricted Stock Units 0.00 2022-09-30 4 D 0 85518 D Ordinary Shares 85518 0 D Restricted Stock Unit 0.00 2022-09-30 4 A 0 81059 A A Ordinary Shares 81059 81059 D Pursuant to the business combination agreement, dated November 10, 2021 (as amended, the "BCA"), by and among Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability ("Noble Cayman"), Noble Corporation plc, a public limited company formed under the laws of England and Wales (the "Company"), Noble Newco Sub Limited ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), among other things, (i) Noble Cayman merged with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company and each ordinary share of Noble Cayman was converted into A ordinary shares, par value $0.00001 per share, of the Company (the "Company Shares") and (ii) the Company completed a voluntary tender exchange offer to Maersk Drilling. Pursuant to the BCA, each award of time vested restricted stock units ("Noble Cayman RSU") and performance vested restricted stock units ("Noble Cayman PVRSU") with respect to ordinary shares, par value $0.00001 per share, of Noble Cayman ("Noble Cayman Shares") outstanding immediately prior to the consummation of the Merger, was converted into the right to acquire, on the same terms and conditions as were applicable under the Noble Cayman RSU or Noble Cayman PVRSU, as applicable (including any vesting conditions), that number of Company Shares equal to the number of Noble Cayman Shares subject to such award (as applicable, a "Company RSU" or a "Company PVRSU"). The reported Company RSUs will vest and settle as follows: (a) 15,400 RSUs will vest and settle 50% on February 5, 2023, and 50% on February 5, 2024; (b) 5,406 RSUs will vest and settle 1/3 on February 3, 2023, 1/3 on February 3, 2024, and 1/3 on February 3, 2025. On September 30, 2022, the results of certain of the applicable performance metrics relating to a portion of the outstanding Company PVRSUs were deemed determined (the "Lock-In Determinations"), and such shares attributable to the Lock-In Determinations (the "Earned PVRSU Shares") will be subject to time vesting only. The remainder of the Company PVRSUs (the "Unearned PVRSU Shares") remain subject to the same performance based metrics over a three-year performance cycle. The Earned PVRSU Shares and the Unearned PVRSU Shares remain subject to the reporting person's continued service through the end of the original performance period. In respect of Company PVRSUs received by the reporting person on September 30, 2022 pursuant to the BCA: (a) up to 59,771 Company PVRSUs originally granted on February 3, 2021, will vest and settle on February 5, 2024, and (b) up to 21,288 Company PVRSUs originally granted on February 3, 2022, (Continued from Footnote 4) will vest and settle on February 3, 2025. The number of units attributable to the Unearned PVRSU Shares represents the maximum number of Company Shares that could be earned, which is equal to 200% of the number of such units. Vice President, Chief Accounting Officer, and Controller /s/ William E. Turcotte, Attorney-in-Fact 2022-10-03 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these present, that the undersigned hereby constitutes and
appoints each of William E. Turcotte, Richard B. Barker, and Jennie P. Howard,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
        capacity as a director of Noble Corporation pic, a company organized
        under the laws of England and Wales (the "Company"), Forms 3,4 and 5,
        or any amendment thereof, in accordance with Section 16(a) of the
        Securities Exchange Act of 1934, as amended, and the rules promulgated
        thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3,4 or 5, or any amendment thereof, and timely file such form with
        the United States Securities and Exchange Commission and any stock
        exchange or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities relating to the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of September, 2022.


                                    /s/Laura D. Campbell
                                   -------------------------------
                                    LAURA D. CAMPBELL