NABORS INDUSTRIES LTD — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NABORS INDUSTRIES LTD (NBR)
CIK: 0001163739
Period of Report: 2018-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-14	Common Stock	G	175000	—	Disposed	6232586	Indirect
2018-12-31	Common Stock	G	250000	—	Disposed	5982586	Indirect
2018-12-31	Common Stock	D	848142	—	Disposed	2386690	Direct
2018-12-31	Common Stock	A	750	—	Acquired	2387440	Direct
2019-01-02	Common Stock	D	450514	—	Disposed	1936926	Direct
2019-01-02	Common Stock	F	63228	$2.19	Disposed	1873698	Direct
2019-01-02	Common Stock	A	2091633	—	Acquired	3965331	Direct

Footnotes

F1: These shares were donated to a charitable foundation for which Mr. Petrello has shared voting and dispositive power. Mr. Petrello disclaims beneficial ownership of the shares held by the charitable foundation.

F2: On December 31, 2018, the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") approved a transaction pursuant to which Mr. Petrello forfeited awards of restricted stock eligible to vest based on the Issuer's relative total shareholder return as compared to a peer group of companies ("TSR Shares") consisting of an aggregate of 848,142 shares, in exchange for which he received an award of 750 restricted shares that vests in equal installments on the first three anniversaries of the date of grant.

F3: Represents the number of TSR shares forfeited on January 2, 2019, out of a total of 600,686 TSR shares originally granted to Mr. Petrello on January 4, 2016, 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, 2016 and ending on December 31, 2018, as determined on January 2, 2019 by the Compensation Committee.

F4: Reflects the number of shares surrendered on January 2, 2019 to satisfy the tax withholding on the vesting of 150,172 TSR shares earned out of a total of 600,686 shares originally granted to Mr. Petrello on January 4, 2016, 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, 2016 and ending on December 31, 2018, as determined on January 2, 2019 by the Compensation Committee. The remaining 86,944 earned and vested shares were retained by the executive.

F5: Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2019 to December 31, 2021) 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.