Valaris Ltd — Director's Dealing 2019

Nov 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Valaris plc (VAL)
CIK: 0000314808
Period of Report: 2019-11-12

Reporting Person: CLARK JAMES RODERICK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-12	Class A Ordinary Shares	M	22806	—	Acquired	40924	Direct
2019-11-12	Class A Ordinary Shares	M	5066	—	Acquired	45990	Direct
2019-11-12	Class A Ordinary Shares	M	2637	—	Acquired	48627	Direct
2019-11-12	Class A Ordinary Shares	F	2442	$4.53	Disposed	46185	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-12	Restricted Share Units	$	M	22806	Disposed		Class A Ordinary Shares (22806.0)	Direct
2019-11-12	Restricted Share Units	$	M	5066	Disposed		Class A Ordinary Shares (5066.0)	Direct
2019-11-12	Restricted Share Units	$	M	2637	Disposed		Class A Ordinary Shares (2637.0)	Direct

Footnotes

F1: The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 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 $8,392.40 to Valaris with respect to the shares actually issued upon vesting of the restricted share units. The remaining 1,825 shares were withheld and not issued to satisfy certain tax withholding obligations.

F2: The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 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 $1,864.80 to Valaris with respect to the shares actually issued upon vesting of the restricted share units. The remaining 406 shares were withheld and not issued to satisfy certain tax withholding obligations.

F3: The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.40 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 $970.40 to Valaris with respect to the shares actually issued upon vesting of the restricted share units. The remaining 211 shares were withheld and not issued to satisfy certain tax withholding obligations.

F4: These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority incash.

F5: In connection with the director's resignation from the Board on November 12, 2019, the Compensation Committee and the Board approved the accelerated vesting of the unvested June 2019 grant of 22,806 restricted share units held by the retiring director, effective immediately prior to his retirement. All other unvested restricted share unit awards held by the director will automatically vest in accordance with their terms upon the date of his retirement.