Valaris Ltd — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ensco plc (ESV)
CIK: 0000314808
Period of Report: 2014-06-01

Reporting Person: CLARK JAMES RODERICK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-01	Class A Ordinary Shares	M	1412	—	Acquired	18838	Direct
2014-06-01	Class A Ordinary Shares	M	1735	—	Acquired	20573	Direct
2014-06-01	Class A Ordinary Shares	F	1112	$52.66	Disposed	19461	Direct
2014-06-01	Class A Ordinary Shares	F	613	$52.66	Disposed	18848	Direct
2014-06-03	Class A Ordinary Shares	M	1378	—	Acquired	20226	Direct
2014-06-03	Class A Ordinary Shares	F	487	$53.41	Disposed	19739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-01	Restricted Share Units	$	M	1412	Disposed		Class A Ordinary Shares (1412.0)	Direct
2014-06-01	Restricted Share Units	$	M	1735	Disposed		Class A Ordinary Shares (1735.0)	Direct
2014-06-02	Restricted Share Units	$	A	4761	Acquired		Class A Ordinary Shares (4761.0)	Direct
2014-06-03	Restricted Share Units	$	M	1378	Disposed		Class A Ordinary Shares (1378.0)	Direct

Footnotes

F1: Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $91.30 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 499 shares were withheld and not issued to satisfy certain tax withholding obligations.

F2: Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $112.20 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 613 shares were withheld and not issued to satisfy certain tax withholding obligations.

F3: These shares were withheld to satisfy tax withholding obligations that arose upon vesting.

F4: The reporting person disposed of these shares to an affiliate of the issuer upon the vesting of previously awarded restricted shares. The purpose of the disposition was to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the Internal Revenue Service in cash.

F5: Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $89.10 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 487 shares were withheld and not issued to satisfy certain tax withholding obligations.

F6: The restricted share units vest in three equal annual installments.

F7: Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law.