0000899243-22-032478.txt : 20221003 0000899243-22-032478.hdr.sgml : 20221003 20221003201854 ACCESSION NUMBER: 0000899243-22-032478 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221003 DATE AS OF CHANGE: 20221003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALTING CAROLINE CENTRAL INDEX KEY: 0001946007 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41520 FILM NUMBER: 221289329 MAIL ADDRESS: STREET 1: C/O NOBLE CORP. STREET 2: 13135 DAIRY ASHFORD, SUITE 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-10-03 0 0001895262 Noble Corp plc NE 0001946007 ALTING CAROLINE 13135 DAIRY ASHFORD, SUITE 800 SUGAR LAND TX 77478 0 1 0 0 See Remarks A Ordinary Shares 977 D Restricted Stock Units 0.00 A Ordinary Shares 18221 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, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company ("Merger Sub"), and The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling"), among other things, (i) on September 30, 2022, 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 (Continued from Footnote 1) (ii) on October 3, 20222, the Company completed a voluntary tender exchange offer to Maersk Drilling (the "Offer" and, together with the Merger and the other transactions contemplated by the BCA, the "Business Combination"). On October 3, 2022, each Maersk Drilling restricted stock unit award (a "Maersk Drilling RSU Award") that was outstanding immediately prior to the consummation of the Offer was exchanged with the right to receive (an "RSU"), on the same terms and conditions as were applicable under the Maersk Drilling incentive plans (including any vesting conditions), that number of Company Shares equal to the product of (1) the number of shares of Maersk Drilling subject to such Maersk Drilling RSU Award immediately prior the closing of the Offer and (2) an exchange ratio of 1.6137, with any fractional Maersk Drilling Shares rounded to the nearest whole share. This report reflects the beneficial ownership of the reporting person upon consummation of the Offer. Each RSU represents a contingent right to receive one Company Share. 1,041 RSUs will vest on April 1, 2023, 5,670 RSUs will vest on September 1, 2023, 6,061 RSUs will vest on March 1, 2024 and 5,449 RSUs will vest on March 1, 2025. Senior Vice President-Operational Excellence /s/ William E. Turcotte, as 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 3rd day of October, 2022.


                                    /s/Caroline M. Alting
                                   -------------------------------
                                    CAROLINE M. ALTING