Anthony G. Petrello - Dec 18, 2023 Form 4 Insider Report for Nabors Energy Transition Corp. (NETC)

Role
President, CEO and Secretary, Director, 10%+ Owner
Signature
By: /s/ Anthony G. Petrello, by Michael Rasmuson as Attorney-in-Fact
Stock symbol
NETC
Transactions as of
Dec 18, 2023
Transactions value $
$0
Form type
4
Date filed
12/19/2023, 08:48 PM
Previous filing
Aug 28, 2023
Next filing
Jan 3, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NETC Class F Common Stock Disposed to Issuer -5.58M -100% 0 Dec 18, 2023 Class A Common Stock 5.58M See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Anthony G. Petrello is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares of the Issuer's Class F common stock, par value $0.0001 per share ("NETC Class F Common Stock") are automatically convertible into shares of the Issuer's Class B common stock, par value $0.0001 per share ("NETC Class B Common Stock") at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Prior to and following the Issuer's initial business combination, the shares of NETC Class B Common Stock will be convertible, at the option of the holder, into shares of the Issuer's Class A common stock, par value $0.0001 per share.
F2 Nabors Energy Transition Sponsor LLC ("NETC Sponsor") is owned by Nabors Lux 2 S.a.r.l. ("Nabors Lux") and Greens Road Energy LLC, a Delaware limited liability company ("Greens Road"). Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd. ("Nabors"). Mr. Petrello is the Chairman, President and Chief Executive Officer of Nabors. Greens Road is controlled by Mr. Petrello. As such, Mr. Petrello may be deemed to have or share beneficial ownership of the common stock held directly by NETC Sponsor, Nabors Lux and Greens Road. Mr. Petrello disclaims any beneficial ownership of securities held by NETC Sponsor, Nabors Lux and Greens Road other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F3 On December 14, 2023, Sponsor effectuated a pro rata distribution of 4,325,000 of its shares of NETC Class F Common Stock, of which 1,946,250 were distributed to Greens Road and 2,378,750 were distributed to Nabors Lux. (the "Sponsor Distribution). After giving effect to the Sponsor Distribution, Sponsor is the direct record holder of 2,400,000 shares of Class F Common Stock. Following the Sponsor Distribution, Greens Road distributed the shares it received in the Sponsor Distribution to its members, pursuant to which the Reporting Person received 799,151 shares of Class F Common Stock.
F4 The shares reported herein were disposed of in transactions in connection with the closing of the business combination (the "Business Combination") between the Issuer, Vast Renewables Limited ("Vast"), Neptune Merger Sub, Inc. ("Merger Sub"), the Sponsor and Nabors on December 18, 2023, including the merger described herein.