Valaris Ltd — Director's Dealing 2015

Jun 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ensco plc (ESV)
CIK: 0000314808
Period of Report: 2015-06-01

Reporting Person: ROWSEY PAUL E III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Class A Ordinary Shares	M	1735	—	Acquired	39615	Direct
2015-06-01	Class A Ordinary Shares	F	179	$23.40	Disposed	39436	Direct
2015-06-01	Class A Ordinary Shares	F	334	$23.40	Disposed	39102	Direct
2015-06-02	Class A Ordinary Shares	M	1587	—	Acquired	40689	Direct
2015-06-02	Class A Ordinary Shares	F	164	$24.46	Disposed	40525	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Restricted Share Units	$	A	13890	Acquired		Class A Ordinary Shares (13890.0)	Direct
2015-06-01	Restricted Share Units	$	M	1735	Disposed		Class A Ordinary Shares (1735.0)	Direct
2015-06-02	Restricted Share Units	$	M	1587	Disposed		Class A Ordinary Shares (1587.0)	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 $155.60 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 179 shares were withheld and not issued to satisfy certain tax withholding obligations.

F2: These shares were withheld to satisfy tax withholding obligations that arose upon vesting.

F3: 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.

F4: 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 $142.30 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 164 shares were withheld and not issued to satisfy certain tax withholding obligations.

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.

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

F7: On June 1, 2012, the reporting person was granted 5,205 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

F8: On June 2, 2014, the reporting person was granted 4,761 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.