Nabors Energy Transition Corp. II

06/26/2024 | Press release | Distributed by Public on 06/26/2024 14:30

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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1. Name and Address of Reporting Person *
PETRELLO ANTHONY G
2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. II [NETD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
President, CEO and Secretary /
(Last) (First) (Middle)
515 WEST GREENS ROAD , SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
HOUSTON TX 77067
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PETRELLO ANTHONY G
515 WEST GREENS ROAD
SUITE 1200
HOUSTON, TX77067
X X President, CEO and Secretary

Signatures

/s/ Anthony G. Petrello 2024-06-25
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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.
(2) On June 25, 2024, Nabors Energy Transition Sponsor II LLC (the "Sponsor") transferred 50,000 Class F Ordinary Shares owned by it to Colin Richardson in connection with his appointment as a director of the Issuer.
(3) The Sponsor is the record holder of the shares reported herein. The Sponsor 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 Sponsor ("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 ordinary shares held directly by the Sponsor. Mr. Petrello disclaims any beneficial ownership of securities held by the Sponsor or deemed held by Greens Road other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
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.