Valaris Ltd — Director's Dealing 2019

Apr 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ensco Rowan plc (ESV)
CIK: 0000314808
Period of Report: 2019-04-11

Reporting Person: Burke Thomas Peter (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-11	Class A Ordinary Shares	A	222576	—	Acquired	222576	Direct
2019-04-11	Class A Ordinary Shares	A	575745	—	Acquired	798321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-11	Share Appreciation Right	$61.40	A	18385	Acquired	2021-02-25	Class A Ordinary Shares (18385)	Direct
2019-04-11	Share Appreciation Right	$51.60	A	21594	Acquired	2022-03-07	Class A Ordinary Shares (21594)	Direct
2019-04-11	Share Appreciation Right	$49.97	A	32078	Acquired	2023-03-06	Class A Ordinary Shares (32078)	Direct
2019-04-11	Share Option (right to buy)	$25.58	A	244025	Acquired	2024-02-22	Class A Ordinary Shares (244025)	Direct

Footnotes

F1: Pursuant to the Transaction Agreement, dated as of October 7, 2019, between Ensco plc ("Ensco") and Rowan Companies plc ("Rowan"), Ensco acquired the entire issued and to be issued share capital of Rowan on April 11, 2019 (the "Transaction"). At the effective time of the Transaction, each Class A ordinary share of Rowan issued and outstanding immediately prior to such time was converted into the right to receive 2.750 shares of Ensco's Class A ordinary shares. Immediately following the effective time of the Transaction, Ensco effected a consolidation whereby every four existing Class A ordinary shares of Ensco were consolidated into one Class A ordinary share of Ensco, and Ensco changed its name to "Ensco Rowan plc." On the trading day immediately prior to the effective time of the Transaction, the closing price of Ensco was $3.97 per share, and the closing price of Rowan was $10.93 per share.

F2: Represents Ensco restricted share units received by the reporting person at the effective time of the Transaction in exchange for his restricted share units to acquire 837,448 Class A ordinary shares of Rowan, which may be settled only in ordinary shares upon vesting.

F3: Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 26,742 Class A ordinary shares of Rowan.

F4: Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 31,410 Class A ordinary shares of Rowan.

F5: Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 46,659 Class A ordinary shares of Rowan.

F6: Represents Ensco share option received by the reporting person at the effective time of the Transaction in exchange for his share option to acquire 354,946 Class A ordinary shares of Rowan.

F7: The option cliff vests on the fourth anniversary of the original grant date, which was February 22, 2017.