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 *
Johnson Simon
 2. Issuer Name and Ticker or Trading Symbol
Noble Corp plc [NE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP-Marketing & Contracts
(Last)
(First)
(Middle)

13135 S. DAIRY ASHFORD, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2017
(Street)

SUGAR LAND, TX 77478
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
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. 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

Shares

01/29/2017 A 39,675A $ 0 80,564 (1) D 

Shares

01/29/2017 F 11,465D $7.17569,099D 


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 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

Restricted Stock Units

 $ 0 01/29/2017 D  24,043 (2)   (3)   (3)

Shares

24,043 $ 0 48,088D 

Restricted Stock Units

 $ 0 01/29/2017 D  10,595 (4)   (3)   (3)

Shares

10,595 $ 0 10,596D 

Restricted Stock Units

 $ 0 01/29/2017 D  5,037 (5) (6)   (3)   (3)

Shares

5,037 (5) $ 0 0 D 

Explanation of Responses:
1.

Holdings on the initial filing dated March 12, 2014 were overstated by 2,882 shares; total shown has been adjusted to correct the overstatement.

2.

Represents the first of three vesting events for restricted stock units awarded on January 29, 2016.

3.

The restricted stock units vest and settle in three equal annual installments beginning on the first anniversary of the grant date.

4.

Represents the second of three vesting events for restricted stock units awarded on January 29, 2015.

5.

Total share amount reflects an adjustment to outstanding awards as a result of the spin-off of Paragon Offshore plc. The number of shares awarded prior to the spin-off have been increased to provide awardee with substantially equivalent economic value after the spin-off.

6.

Represents the third of three vesting events for restricted stock units awarded on January 29, 2014.



Signatures

/s/ Julie R. Robertson By Power of Attorney dated March 4, 2014

01/31/2017
** 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).
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