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^*

Keller Scott A.

(Last)

(First)

(Middle)

20475 HWY 249, SUITE 300

(Street)

HOUSTON

77070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc. [ ICD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - SALES AND MARKETING

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

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	02/10/2023		M		648	A	⁽¹⁾	8,083	D
Common Stock	02/10/2023		M		323	A	⁽²⁾	8,406	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)
Restricted Stock Units	⁽¹⁾	02/10/2023		M			648	⁽¹⁾	⁽¹⁾	Common Stock	648	⁽¹⁾	142,297	D
Performance Award	⁽²⁾	02/10/2023		M			484	⁽²⁾	⁽²⁾	Common Stock	484	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	02/10/2023		A		19,330		⁽³⁾	⁽³⁾	Common Stock	19,330	⁽³⁾	161,627	D
Phantom Stock Unit	⁽⁴⁾	02/10/2023		M			325	⁽⁴⁾	⁽⁴⁾	Common Stock	325	⁽⁴⁾	0	D
Phantom Stock Unit	⁽⁵⁾	02/10/2023		A		9,666		⁽⁵⁾	⁽⁵⁾	Common Stock	9,666	⁽⁵⁾	9,666	D

Explanation of Responses:

1. Reporting person was granted restricted stock units on 2/10/20 that vested on 2/10/23. RSUs were settled in shares of ICD common stock.

2. Represents vesting of a Performance Award originally granted on 2/10/20. Performance award was settled 2./3 in shares of ICD common stock and 1/3 in cash.

3. Reporting person was granted a restricted stock unit award that vests in three annual installments beginning 2/10/24. RSUs are settled in shares of common stock.

4. Reporting person was award a phantom stock award on 2/10/20 that vested on 2/10/23. Phantom stock is settled in cash. Each phantom stock unit is the economic equivalent on one share of ICD common stock.

5. Reporting person was granted a phantom stock unit award on 2/10/23 that vests in three equal annual installments beginning 2/10/24. Each unit is the economic equivalent on one share of ICD common stock and is settled in cash.

	/s/ Philip A. Choyce, Attorney-in-Fact	02/14/2023
	** 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).
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