SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Gallegos John A. Jr.

(Last)

(First)

(Middle)

20475 HWY 249, SUITE 300

(Street)

HOUSTON

77070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc. [ ICD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

4. If Amendment, Date of 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2023		M		3,688	A	⁽¹⁾	47,733	D
Common Stock	02/10/2023		M		7,736	A	⁽²⁾	55,469	D

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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Right	⁽¹⁾	02/10/2023		M			5,532	⁽¹⁾	⁽¹⁾	Common Stock	5,532	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	02/10/2023		A		81,009		⁽³⁾	⁽³⁾	Common Stock	81,009	⁽³⁾	738,969	D
Phantom Stock Unit	⁽⁴⁾	02/10/2023		A		40,506		⁽⁴⁾	⁽⁴⁾	Common Stock	40,506	⁽⁴⁾	44,194	D
Restricted Stock Units	⁽²⁾	02/10/2023		M			7,376	⁽²⁾	⁽²⁾	Common Stock	7,376	⁽²⁾	731,593	D
Phantom Stock Unit	⁽⁵⁾	02/10/2023		M			3,688	⁽⁵⁾	⁽⁵⁾	Common Stock	3,688	⁽⁵⁾	40,506	D

Explanation of Responses:

1. Represents number of shares issued upon vesting of a performance award

2. The reporting person was granted a restricted stock unit on 2/10/20 that vested on February 10, 2023. Each RSU was settled in shares of common stock.

3. The reporting person received a restricted stock unit award, subject to a three-year vesting schedule, vesting 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant. ICD will settle vested RSU's within 30 days of the date that such RSU's vest.

4. Each Phantom stock unit is the economic equivalent to a share of ICD commons tock. The reporting person was granted a PSU that vests in three equal annual installments beginning 2/10/24. PSUs will be settled in cash.

5. The reporting person was granted a phantom stock unit on 2/10/20 that vested on February 10, 2023. Each PSU was settled in shares of cash.

	/s/ Philip A. Choyce, Attorney-in-Fact	02/14/2023
	** 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 Number.

SEC Form 4: Gallegos John A. Jr. converted options into 11,424 shares, increasing direct ownership by 26% to 55,469 units