SEC Form 4 · accession 0001179110-16-032904
Transocean Ltd. · RIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel J. Merksamer
Director
Period of report
Dec 9, 2016
Accepted (ET)
Dec 13, 2016 · 6:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001451505
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted UnitsF1 | $0.00 | Dec 9, 2016 | A | 5,976 | A | — | — | Registered Shares | 5,976 | 5,976 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2016, as amended on November 21, 2016, by and among Transocean Ltd. ("Transocean"), Transocean Partners Holdings Limited, TPHL Holdings, LLC ("Merger Sub") and Transocean Partners LLC ("Transocean Partners"), Transocean Partners merged with Merger Sub (the "Merger"), with Transocean Partners surviving as a wholly owned subsidiary of Transocean. Pursuant to the terms of the Merger Agreement, on December 9, 2016, the reporting person was granted an equity award of Restricted Units of Transocean equal to the number of phantom units of Transocean Partners held by the reporting person immediately prior to the effective time multiplied by 1.20 Transocean Shares. The Restricted Units are 1-for-1 registered share equivalents, and the grant vested on December 9, 2016. The Restricted Units will not be converted into Transocean shares until the reporting person ceases to be a director of Transocean.