Statement of Ownership (sc 13g)
December 13 2021 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nabors
Industries Ltd.
(Name of Issuer)
Common Shares, par value $0.05 per share
(Title of Class of Securities)
G6359F137
(CUSIP Number)
December 7, 2021
(Date of event which requires filing of this statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule 13G is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
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1
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NAMES OF REPORTING PERSONS
LMR Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
258,924
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
258,924
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,924
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
3.0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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1
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NAMES OF REPORTING PERSONS
LMR CCSA Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
258,924
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
258,924
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,924
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
3.0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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1
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NAMES OF REPORTING PERSONS
LMR Partners LLP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN, IA
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1
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NAMES OF REPORTING PERSONS
LMR Partners Limited
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Hong
Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO, IA
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1
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NAMES OF REPORTING PERSONS
LMR Partners LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO, IA
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1
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NAMES OF REPORTING PERSONS
LMR Partners AG
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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|
10
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|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO, IA
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1
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NAMES OF REPORTING PERSONS
Ben Levine
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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|
10
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|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN, HC
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1
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NAMES OF REPORTING PERSONS
Stefan Renold
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
517,848
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
517,848
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,848
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|
10
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|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN, HC
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Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is Nabors Industries Ltd. (the “Issuer”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Issuer’s principal executive offices are located at Crown House, Second Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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LMR Master Fund Ltd (“LMR Master Fund”), with respect to the Common Shares (as defined in Item 2(d))
held by it;
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(ii)
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LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”), with respect to the Common Shares (as defined in
Item 2(d)) held by it;
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(iii)
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LMR Partners LLP, LMR Partners Limited, LMR Partners LLC and LMR Partners AG (collectively, the “LMR
Investment Managers”), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the Common Shares held by LMR Master Fund and LMR CCSA Master Fund; and
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(iv)
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Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR
Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund.
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The foregoing
persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair
Place, London, W1J 8AJ, United Kingdom.
LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a
United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. Ben Levine is a citizen of the United Kingdom.
Stefan Renold is a citizen of Switzerland.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Shares, par value $0.05 per share (“Common Shares”).
G6359F137
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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Not Applicable
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is
incorporated herein by reference.
As of 9:00 am EST on December 10, 2021, each of LMR Master Fund and LMR CCSA Master Fund may have
been deemed to beneficially own 258,924 Common Shares issuable upon exercise of warrants to purchase Common Shares of the Issuer, inclusive of additional Common Shares issuable upon exercise of such warrants based on the Incentive Share Fraction,
which was applicable on such date, as calculated pursuant to the Warrant Agreement, dated as of June 10, 2021, between the Issuer and Computershare Trust Company, N.A., as Warrant Agent (the “Warrant Agreement”). The Common Shares
that were beneficially owned as of 9:00 am EST on December 10, 2021, by each of LMR Master Fund and LMR CCSA Master Fund represented approximately 3.0% of the outstanding Common Shares and in the aggregate represented approximately 5.9% of the
outstanding Common Shares, based on a total of 8,241,094 Common Shares of the Issuer outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 5, 2021. Terms used but not defined above are defined in the Warrant Agreement and are incorporated by reference herein.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners
of more than five percent of the class of securities, check the following [ ].
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: December 10, 2021
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LMR MASTER FUND LTD
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By: LMR Partners LLP, its Investment Manager
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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LMR CCSA MASTER FUND LTD
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By: LMR Partners LLP, its Investment Manager
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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LMR PARTNERS LLP
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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LMR PARTNERS LIMITED
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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LMR PARTNERS LLC
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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LMR PARTNERS AG
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By:
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/s/ Shane Cullinane
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Name: Shane Cullinane
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Title: Chief Operating Officer
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/s/ Ben Levine
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BEN LEVINE
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/s/ Stefan Renold
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STEFAN RENOLD
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