SEC Form 4 · accession 0001179110-18-001350

Transocean Ltd. · RIG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frederik Wilhelm Mohn

Director · 10% Owner

Period of report

Jan 20, 2018

Accepted (ET)

Feb 1, 2018 · 5:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001451505

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Shares^F1	Jan 30, 2018	A	22,148	—	A	22,148	D
Shares^F2	Jan 30, 2018	A	2,054	—	A	2,054	I	By spouse
Shares^F3,F4	Jan 30, 2018	A	31,096,351	—	A	31,096,351	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
0.5% Exchangeable Senior Bonds due 2023^F1	—	Jan 30, 2018	A	—	A	Jan 30, 2018	Jan 30, 2023	Shares	—	—	D
0.5% Exchangeable Senior Bonds due 2023^F2	—	Jan 30, 2018	A	—	A	Jan 30, 2018	Jan 30, 2023	Shares	—	—	I
0.5% Exchangeable Senior Bonds due 2023^F3,F4	—	Jan 20, 2018	A	—	A	Jan 30, 2018	Jan 30, 2023	Shares	—	—	I

Explanation of responses

F1In connection with the acquisition by Transocean Ltd. (the "Company") of Songa Offshore SE ("Songa"), as consideration for tendering his shares of Songa, Mr. Mohn received 22,148 Shares of Transocean Ltd. ("Shares") and $185,000 aggregate principal amount of 0.5% Exchangeable Senior Bonds due 2023 issued by Transocean Inc., a wholly owned subsidiary of the Company, and fully and unconditionally guaranteed by the Company (the "Exchangeable Bonds"). Mr. Mohn's Exchangeable Bonds are exchangeable into Shares at an initial rate of 97.29756 Shares per $1,000 principal amount of Exchangeable Bonds, which initial rate is subject to adjustment in accordance with the Indenture (the "Indenture"), dated January 30, 2018, among Transocean Inc., the Company, Computershare Trust Company, N.A. and Computershare Trust Company of Canada. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023.
F2In connection with the acquisition by the Company of Songa, as consideration for tendering her shares of Songa, Mr. Mohn's spouse received 2,054 Shares and Exchangeable Bonds valued at $17,000. Her Exchangeable Bonds are exchangeable into Shares at an initial rate of 97.29756 Shares per $1,000 principal amount of Exchangeable Bonds, which initial rate is subject to adjustment in accordance with the Indenture. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023.
F3In connection with the acquisition by the Company of Songa, as consideration for tendering its shares of Songa and in exchange for the transfer to the Company of the $50,000,000 shareholder loan owed by Songa to Perestroika and certain Songa bonds, Perestroika received 31,096,351 Shares and Exchangeable Bonds valued at $355,611,000. Perestroika's Exchangeable Bonds are exchangeable into Shares at an initial rate of 97.29756 Shares per $1,000 principal amount of Exchangeable Bonds, which initial rate is subject to adjustment in accordance with the Indenture. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023.
F4These securities are held directly by Perestroika, a company solely owned by Mr. Mohn.