NBR Form 4/A: Varde Corrects VWAPs, Disgorges $833,738 in Option Premiums
Rhea-AI Filing Summary
Amended Form 4 reporting disgorgement of option premiums and related holdings. Varde-affiliated reporting persons amended prior Form 4 to disclose they disgorged $833,738, representing aggregate premiums received for writing call options that expired within six months of writing. The amendment corrects volume-weighted average prices for two sets of written calls: 2,743 NBR Call 35 contracts with a VWAP of $248 and 1,002 NBR Call 40 contracts with a VWAP of $153, both expiring on July 18, 2025. The filing shows 374,500 common shares underlying the disclosed options and reports 0 derivative securities beneficially owned following the transactions. The reporting persons disclaim beneficial ownership except for pecuniary interest.
Positive
- Amendment provides transparent disclosure of the correction and disgorgement amount, improving compliance record clarity
- Filing specifies the exact VWAP corrections for the affected option contracts (Call 35 VWAP $248; Call 40 VWAP $153)
Negative
- Reporting persons disgorged $833,738 of premiums due to options expiring within six months of writing, indicating a timing noncompliance with Rule 16b-6(d)
- Original Form 4 contained incorrect VWAP figures (reported as $249 and $154), requiring an amendment to correct material transaction details
Insights
TL;DR: Amendment discloses $833,738 disgorgement for short-dated call expirations; informs ownership and option activity but has limited balance-sheet impact.
The amendment clarifies that premiums totaling $833,738 were disgorged under Rule 16b-6(d) because written call options expired within six months of writing. The filing corrects VWAPs for 2,743 Call 35 contracts ($248) and 1,002 Call 40 contracts ($153). It reports 374,500 common shares underlying those contracts and indicates no remaining derivative ownership following the transactions. For investors this is primarily a disclosure and compliance matter; there is no indication of material changes to equity stakes or company financials in this Form 4/A.
TL;DR: The amendment is a corrective compliance disclosure showing recapture of option premiums, highlighting Rule 16 timing issues but not alleging misconduct beyond required disgorgement.
The filing documents corrective action by multiple Varde-related entities to satisfy Section 16 timing rules. The explicit disclaimer of beneficial ownership except for pecuniary interest and the detailed chain of general partner and managing member relationships are included, which clarifies control and reporting responsibilities. This is governance-relevant disclosure of a procedural violation remedy rather than new operational or strategic information.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| E | Option (Obligation to sell) | 3,745 | $0.00 | -- |
Footnotes (1)
- This amendment is being filed solely to report disgorgement by the Reporting Persons to the Issuer, pursuant to Rule 16b-6(d), of $833,738, representing the aggregate premiums received for writing call options that, as reported on the Form 4 filed by the Reporting Persons on July 22, 2025 (the "Original Form 4"), expired within six months of writing. In this regard, 2,743 NBR US Call 35 option contracts written by the Reporting Persons with a VWAP of $248 (not $249 as reflected in the Original Form 4) and 1,002 NBR US Call 40 option contracts written by the Reporting Persons with a VWAP of $153 (not $154 as reflected in the original Form 4), expired on July 18, 2025, which was within six months of writing. Varde Investment Partners G.P., L.P. ("VIP GP") is the general partner of each of Varde Investment Partners (Offshore) Master, L.P. and Varde Investment Partners, L.P., and Varde Investment Partners UGP, LLC ("VIP UGP") is the general partner of VIP GP. Varde Credit Partners G.P., L.P. ("Credit Partners GP") is the general partner of Varde Credit Partners Master, L.P., and Varde Credit Partners UGP, LLC ("Credit Partners UGP") is the general partner of Credit Partners GP. The Varde Skyway Fund G.P., L.P. ("Skyway GP") is the general partner of The Varde Skyway Master Fund, L.P., and The Varde Skyway Fund UGP, LLC ("Skyway UGP") is the general partner of Skyway GP. Varde Partners, L.P. ("VPLP") is the managing member of Credit Partners UGP, VIP UGP, and Skyway UGP. Varde Partners, Inc. ("General Partner") is the general partner of VPLP. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.
