SEC FORM 4 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*
Weatherholt Scott C

(Last) (First) (Middle)
2000 ST. JAMES PLACE

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Weatherford International plc [ WFRD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, GC & CCO
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2022
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)
Code V Amount (A) or (D) Price
Ordinary Shares 01/04/2022 M(1) 35,585 A $0 35,585 D
Ordinary Shares 01/04/2022 F(2) 8,928 D $27.9 26,657 D
Ordinary Shares 01/04/2022 M(3) 14,434 A $0 41,091 D
Ordinary Shares 01/04/2022 D(4) 14,434 D $27.6766(5) 26,657 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (1) 01/04/2022 M 35,585 (1) (1) Ordinary Shares 35,585 $0 35,585 D
Phantom Restricted Share Units (6) 01/04/2022 M 14,434 (6) (6) Ordinary Shares 14,434 $0 0 D
Explanation of Responses:
1. Represents the vesting of the first installment of restricted share units ("RSUs") granted on January 4, 2021 pursuant to Issuer's Second Amended and Restated 2019 Equity Incentive Plan (the "2019 EIP"). The RSUs vest in two equal installments over the two-year period from the date of grant.
2. Transaction was a withholding of a portion of vested RSUs to satisfy the reporting person's tax withholding obligations upon vesting, pursuant to the award agreement and the 2019 EIP under which the award was granted.
3. Represents the deemed acquisition of the ordinary shares underlying the vested portion of phantom restricted share units ("Phantom RSUs") as a result of the election by the Committee administering the 2019 EIP to settle the 2021 Phantom RSU awards entirely in cash (see footnote 6 below).
4. Represents the deemed disposition to the issuer of the ordinary shares underlying the vested portion of Phantom RSUs as a result of the election by the Committee administering the 2019 EIP to settle the 2021 Phantom RSU awards entirely in cash (see footnote 6 below).
5. Price represents the volume weighted price of the Company's ordinary shares averaged for the thirty trading days immediately preceding the vesting date.
6. Represents the vesting of the Phantom RSUs granted on January 4, 2021 pursuant to the 2019 EIP. These Phantom RSUs vest in two equal installments over the two-year period from the date of grant and may be settled in cash, ordinary shares or any combination of cash and ordinary shares; provided that if settled in cash, the cumulative cash payout may not exceed 200% of the grant date fair value of such units (the "Maximum Cash Payout"). At the election of the Committee administering the 2019 EIP, it was determined that the 2021 Phantom RSU awards would be settled entirely in cash. As a result of the Maximum Cash Payout, the Reporting Person is reporting the vesting, deemed acquisition and deemed disposition of 14,434 ordinary shares. As a result of the Maximum Cash Payout having been satisfied, the remaining 20,366 ordinary shares underlying the 34,800 Phantom RSUs previously reported will not vest and have been cancelled.
Remarks:
Jonathan B. Wolens by Power of Attorney 01/06/2022
** 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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