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*
LUMINUS MANAGEMENT LLC

(Last) (First) (Middle)
1700 BROADWAY
26TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Valaris plc [ VAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A ordinary shares ("Common Stock") 11/22/2019 C 17,206,642 A $4.25 36,982,076 I See footnote(1)
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
Equity Swap (obligation to buy)(2) $4.25 11/22/2019 C/K(2) 1(2) (2) 11/22/2019 Common Stock 17,206,642 $0 0 I See footnote(1)
1. Name and Address of Reporting Person*
LUMINUS MANAGEMENT LLC

(Last) (First) (Middle)
1700 BROADWAY
26TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Luminus Energy Partners Master Fund, Ltd.

(Last) (First) (Middle)
1700 BROADWAY
26TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Barrett Jonathan Dan

(Last) (First) (Middle)
1700 BROADWAY
26TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. The securities to which this filing relates are held directly by Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
2. The Master Fund was party to an equity swap agreement which was automatically physically settled pursuant to its terms at expiration on November 22, 2019.
Luminus Management LLC and Luminus Energy Partners Master Fund, Ltd., By: /s/ Jonathan Barrett 11/25/2019
/s/ Jonathan Barrett, individually 11/25/2019
** 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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