Nabors Energy Transition Corp. II Class A Ordinary Shares Form 4 Nabors Energy Transition / William J Restrepo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Restrepo William J

(Last)

(First)

(Middle)

515 WEST GREENS ROAD, SUITE 1200

(Street)

HOUSTON

77067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. [ NETC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2023		D⁽⁴⁾		1,500	D	$10.99⁽⁴⁾	0	I	By child⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Common Stock⁽¹⁾	⁽¹⁾	12/14/2023		G⁽²⁾			71,200⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	71,200⁽²⁾	⁽²⁾	112,604⁽²⁾	D
Class F Common Stock⁽¹⁾	⁽¹⁾	12/18/2023		D⁽³⁾			112,604⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	41,404⁽³⁾	⁽³⁾	0⁽³⁾	D

Explanation of Responses:

1. 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.

2. On December 14, 2023, Nabors Energy Transition Sponsor LLC effectuated a pro rata distribution of 4,325,000 of its shares of NETC Class F Common Stock, of which 1,946,250 shares were distributed to Greens Road Energy LLC ("Greens Road," and such distribution, the "Sponsor Distribution"). Following the Sponsor Distribution, Greens Road effectuated a pro rata distribution to its members, including the Reporting Person, pursuant to which the Reporting Person received 183,604 shares. On December 14, 2023, the Reporting Person made a bona fide gift for no consideration of 71,200 shares of the Issuer's Class F Common Stock.

3. 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, whereby, among other things, Merger Sub merged with and into the Issuer and each share of NETC Class F Common Stock, was exchanged for a number of ordinary shares of Vast equal to the Exchange Ratio (as defined in the Business Combination Agreement, dated as of February 14, 2023, by and among the Issuer, Merger Sub, Vast, the Sponsor and Nabors, as amended), each share of NETC Class F Common Stock was automatically cancelled and ceased to exist.

4. In connection with the closing of the Business Combination, the shares of NETC Class A Common Stock were redeemed for a cash price of $10.99 per share.

5. The Reporting Person disclaims beneficial ownership of all shares of NETC Class A Common Stock reported, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	By: /s/ William J. Restrepo, by Michael Rasmuson as Attorney-in-Fact	12/19/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Nabors Energy Transition Corp. II Class A Ordinary Shares (NETD) Form 4Nabors Energy Transition / William J Restrepo ownership change