NABORS INDUSTRIES LTD — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NABORS INDUSTRIES LTD (NBR)
CIK: 0001163739
Period of Report: 2017-02-17

Reporting Person: PETRELLO ANTHONY G (Director, CHAIRMAN, PRESIDENT & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	D	126081	—	Disposed	3777014	Direct
2017-02-17	Common Stock	F	79646	$15.31	Disposed	3697368	Direct
2017-02-17	Common Stock	A	381424	—	Acquired	4078792	Direct
2017-02-20	Common Stock	F	1809	$15.31	Disposed	4076983	Direct
2017-02-21	Common Stock	F	50664	$15.31	Disposed	3501967	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5484481	Indirect

Footnotes

F1: Represents the forfeiture of performance-based shares granted to Mr. Petrello on January 1, 2014 that were eligible to vest following the end of a three-year performance period (January 1, 2014 to December 31, 2016) based on the Company's relative total shareholder return ("TSR") against a peer group of companies. Upon grant, the maximum vesting amount was reported in Table I of Form 4. Effective February 17, 2017, the Compensation Committee of the Board of Directors determined that, based on the Company's relative TSR performance over the applicable performance period, 189,123 performance shares would vest and 126,081 performance shares would be forfeited.

F2: Reflects the number of shares surrendered to satisfy the tax withholding on the vesting of 189,123 performance shares on February 17, 2017. The remaining shares were retained by the executive.

F3: These performance shares were earned pursuant to Mr. Petrello's employment agreement based upon the achievement of certain objectives for the year 2016 as determined by the Compensation Committee of the Board of Directors on February 17, 2017. The shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of the award.

F4: Reflects the number of shares surrendered to satisfy the tax withholding on the vesting of 76,945 shares of restricted stock on February 20, 2017. The remaining shares were retained by the executive.

F5: Reflects the number of shares surrendered to satisfy the tax withholding on the vesting of 120,771 shares of restricted stock on February 21, 2017. The remaining shares were retained by the executive.