Statement of Changes in Beneficial Ownership (4)
February 14 2023 - 4:48PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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CHOYCE PHILIP A |
2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc.
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ICD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EXECUTIVE VP & CFO |
(Last)
(First)
(Middle)
20475 HWY 249, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2023 |
(Street)
HOUSTON, TX 77070
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/10/2023 | | M | | 1371 | A | (1) | 35489 | D | |
Common Stock | 2/10/2023 | | M | | 4114 | A | (2) | 39603 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 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 |
Performance Unit | (1) | 2/10/2023 | | M | | | 2056 | (1) | (1) | Common Stock | 2056 | (1) | 0 | D | |
Restricted Stock Unit | (3) | 2/10/2023 | | A | | 36819 | | (3) | (3) | Common Stock | 265779 | (3) | 265779 | D | |
Phantom Stock Unit | (4) | 2/10/2023 | | A | | 18410 | | (4) | (4) | Common Stock | 18410 | (4) | 20410 | D | |
Restricted Stock Unit | (2) | 2/10/2023 | | M | | | 4114 | (2) | (2) | Common Stock | 4114 | (2) | 261665 | D | |
Phantom Stock Unit | (5) | 2/10/2023 | | M | | | 2057 | (5) | (5) | Common Stock | 2057 | (5) | 18410 | D | |
Explanation of Responses: |
(1) | Represents vesting of a performance award. Each performance right reprsented the right to receive a share of ICD common stock upon ICD achieving certain relative TSR rankings against a peer group. Performance rights were settled 2/3 in shares of common stock and 1/3 in cash. |
(2) | Reporting person held an RSU granted on 2/10/20 that vested on 2/10/23. Each RSU was settled in shares of common stock. |
(3) | Each RSU represents and contingent right to receive one share of ICD commons tock. The reporting person was granted an RSU that vests in three annual installments beginning 2/10/24. |
(4) | Each phantom stock unit represents the economic equivalent on one share of ICD common stock. Each unit vests in three equal annual installments beginning February 10, 2024. Phantom stock units will be settled in cash. |
(5) | Reporting person was granted a phantom stock unit on 2/10/20 that vested on 2/20/23. Each PSU is the equivalent of one share of ICD common stock. PSU's were settled in cash. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CHOYCE PHILIP A 20475 HWY 249, SUITE 300 HOUSTON, TX 77070 |
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| EXECUTIVE VP & CFO |
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Signatures
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/s/ Philip A. Choyce | | 2/14/2023 |
**Signature of Reporting Person | Date |
/s/ Philip A. Choyce | | 2/14/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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