Sec Form 4 Filing - Greens Road Energy LLC @ Nabors Energy Transition Corp. - 2023-12-14

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Greens Road Energy LLC
2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. [ NETC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
515 WEST GREENS ROAD, SUITE 1200, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2023
(Street)
HOUSTON, TX77067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/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
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock ( 1 ) ( 1 ) 12/14/2023 J( 3 ) 1,946,250 ( 3 ) ( 1 ) ( 1 ) Class A Common Stock 1,946,250 ( 3 ) 2,400,000 ( 2 ) I See footnote ( 2 )
Class F Common Stock ( 1 ) ( 1 ) 12/18/2023 D( 4 ) 2,400,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 2,400,000 ( 4 ) 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Greens Road Energy LLC
515 WEST GREENS ROAD, SUITE 1200
SUITE 1200
HOUSTON, TX77067
X
Signatures
By: /s/ Greens Road Energy LLC, by Anthony G. Petrello, as Manager of Remington SPAC I, LLC 12/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Class F common stock, par value $0.0001 per share ("NETC Class F Common Stock") are automatically convertible into shares of the Issuer's Class B common stock, par value $0.0001 per share ("NETC Class B Common Stock") 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 shares of NETC Class B Common Stock will be convertible, at the option of the holder, into shares of the Issuer's Class A common stock, par value $0.0001 per share.
( 2 )Nabors Energy Transition Sponsor LLC (the "Sponsor") is the record holder of 2,400,000 of the shares of NETC Class F Common Stock reported herein. The Sponsor is owned by Greens Road Energy LLC, a Delaware limited liability company ("Greens Road"), and Nabors Lux 2 S.a.r.l. ("Nabors Lux"). As such, Greens Road may be deemed to have or share beneficial ownership of the common stock held directly by the Sponsor. Greens Road disclaims any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly.
( 3 )On December 14, 2023, Sponsor effectuated a pro rata distribution of 4,325,000 of its shares of NETC Class F Common Stock, of which 1,946,250 were distributed to Greens Road and 2,378,750 were distributed to Nabors Lux (the "Sponsor Distribution"). Subsequent to the Sponsor Distribution, Greens Road effected a pro rata distribution of all of such shares of NETC Class F Common Stock received in the Sponsor Distribution to its members.
( 4 )The shares reported herein were disposed of in transactions in connection with the closing of the business combination (the "Business Combination") between the Issuer, Vast, Neptune Merger Sub, Inc. ("Merger Sub"), the Sponsor and Nabors on December 18, 2023.

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