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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PETRELLO ANTHONY G
2. Issuer Name and Ticker or Trading Symbol

NABORS INDUSTRIES LTD [ NBR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CHAIRMAN, PRESIDENT & CEO
(Last)          (First)          (Middle)

C/O NABORS CORPORATE SERVICES, INC., 515 WEST GREENS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2023
(Street)

HOUSTON, TX 77067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 1/1/2023  M(1)  13469 (1)A$0 132651 D  
Common Stock 1/1/2023  F(2)  5301 (2)D$154.87 127350 D  
Common Stock 1/1/2023  A(3)  17843 (3)A$0 145193 D  
Common Stock 1/2/2023  F(4)  6845 (4)D$154.87 138348 D  
Common Stock 1/2/2023  F(5)  6690 (5)D$154.87 131658 D  
Common Stock 1/2/2023  D(6)  5921 (6)D$0 125737 D  
Common Stock 1/2/2023  F(7)  2848 (7)D$154.87 122889 D  
Common Stock 1/4/2023  M(8)  18428 (8)A$0 141317 D  
Common Stock 1/4/2023  F(9)  7252 (9)D$148.55 134065 D  
Common Stock         221123 I Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2021 Warrants $166.6666           6/11/2021 6/11/2026 Common Stock 161994  161994 I Trust 
2022 Performance Share Units  (10)1/1/2023  A (11)  40406 (11)    (10) (10)Common Stock 40406 $0 40406 D  
2022 Performance Share Units  (10)1/1/2023  M (1)    13469 (1)  (10) (10)Common Stock 13469 $0 26937 D  
2021 Warrants $166.6666 1/2/2023  A (12)  6903    6/11/2021 6/11/2026 Common Stock 6903 $0 6903 D  
2021 Warrants $166.6666 1/2/2023  F (13)    2718 (13) 6/11/2021 6/11/2026 Common Stock 2718 $32.90 4185 D  
2021 Performance Share Units  (10)1/4/2023  M (8)    18428 (8)  (10) (10)Common Stock 18428 $0 18428 D  
2021 Warrants $166.6666 1/4/2023  A (14)  7371 (14)   6/11/2021 6/11/2026 Common Stock 7371 $0 11556 D  
2021 Warrants $166.6666 1/4/2023  F (15)    2901 (15) 6/11/2021 6/11/2026 Common Stock 2901 $28.00 8655 D  

Explanation of Responses:
(1) Reflects the number of shares vesting on January 1, 2023 in respect of the 40,406 earned and vested Performance restricted stock units originally granted on January 1, 2022.
(2) Reflects the number of shares surrendered on January 1, 2023 to satisfy the tax withholding on the vesting and issuance of 13,469 shares of the 40,406 Performance restricted stock units originally granted on January 1, 2022. The remaining 8,168 vested performance shares were retained by Mr. Petrello.
(3) Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2023 to December 31, 2025) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated.
(4) Reflects the number of shares surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 16,998 shares of the 50,996 Performance shares originally granted on January 2, 2020. The remaining 10,308 vested performance shares were retained by Mr. Petrello.
(5) Reflects the number of shares surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 17,259 Performance restricted stock units of the 51,779 Performance restricted stock units earned on January 2, 2021. The remaining 10,414 vested Performance shares were retained by Mr. Petrello.
(6) Represents the number of TSR shares forfeited on January 2, 2023, out of a total of 13,157 TSR shares originally granted to Mr. Petrello on January 2, 2020, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, as determined on December 31, 2022, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").
(7) Reflects the number of shares surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 7,236 TSR shares earned out of a total of 13,157 TSR shares originally granted to Mr. Petrello on January 2, 2020, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, as determined on December 31, 2022 by the Compensation Committee. The remaining 4,388 earned and vested shares were retained by Mr. Petrello.
(8) Reflects the number of shares vesting on January 4, 2023 of the 55,284 earned Performance restricted stock units settled in shares originally granted on January 4, 2021.
(9) Reflects the number of shares surrendered on January 4, 2023 to satisfy the tax withholding on the vesting of 18,428 shares of the 55,284 Performance restricted stock units originally granted on January 4, 2021. The remaining 11,176 vested shares were retained by Mr. Petrello.
(10) Performance restricted stock units convert into common shares on a 1-for-1 basis.
(11) These Performance restricted stock units were earned by Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2022, as determined on December 31, 2022, by the Compensation Committee. 192.5% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 37,376 performance restricted stock units were settled in cash pursuant to the terms of the applicable award agreement. The Performance restricted stock units that settle in shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 1, 2023.
(12) These warrants were earned and distributed in connection with the vesting of Performance restricted stock units on January 2, 2023 by Mr. Petrello pursuant to the terms of the applicable award agreement as determined by the Compensation Committee on December 31, 2022.
(13) Reflects the number of warrants surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 6,903 warrants distributed on January 2, 2023 related to the vesting of Performance restricted stock units on January 2, 2023 by Mr. Petrello and distributed pursuant to the terms of the applicable award agreement. The 4,185 vested warrants remaining were retained by Mr. Petrello.
(14) These warrants were earned and distributed in connection with the vesting of Performance restricted stock units on January 4, 2023 by Mr. Petrello pursuant to the terms of the applicable award agreement as determined by the Compensation Committee on December 31, 2022.
(15) Reflects the number of warrants surrendered on January 4, 2023 to satisfy the tax withholding on the vesting of 7,371 warrants distributed on January 4, 2023 related to vesting of Performance restricted stock units on January 4, 2023 by Mr. Petrello and distributed pursuant to the terms of the applicable award agreement. The 4,470 vested warrants remaining were retained by Mr. Petrello.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PETRELLO ANTHONY G
C/O NABORS CORPORATE SERVICES, INC.
515 WEST GREENS ROAD
HOUSTON, TX 77067
X
CHAIRMAN, PRESIDENT & CEO

Signatures
/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello1/4/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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