Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Nabors Energy Transition Sponsor II LLC
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2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. II [NETD]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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515 WEST GREENS ROAD, SUITE 1200
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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HOUSTON
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TX
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777067
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nabors Energy Transition Sponsor II LLC
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TX777067
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X
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Signatures
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/s/ Nabors Energy Transition Sponsor II LLC, by Michael Csizmadia as Attorney-in-Fact
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2024-06-26
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The Class F Ordinary Shares are automatically convertible into the Issuer's Class B Ordinary Shares 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 Class B Ordinary Shares will be convertible, at the option of the holder, into the Issuer's Class A Ordinary Shares.
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(2)
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On June 25, 2024, the Reporting Person transferred 50,000 Class F Ordinary Shares owned by it to Colin Richardson in connection with his appointment as a director of the Issuer.
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(3)
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The Reporting Person is the record holder of the shares reported herein. The Reporting Person is owned by Nabors Lux 2 S.a.r.l. and Greens Road Energy II LLC, a Cayman Islands limited liability company ("Greens Road"). Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd., an affiliate of the Reporting Person ("Nabors"). Mr. Petrello is the Chairman, President and Chief Executive Officer of Nabors. Greens Road is controlled by Anthony G. Petrello. As such, Nabors Lux 2 S.a.r.l., Greens Road and Anthony G. Petrello may be deemed to have or share beneficial ownership of the ordinary shares held directly by the Reporting Person.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
