SEC Form 4 · accession 0001179110-18-001357
Transocean Ltd. · RIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Perestroika
Director
Period of report
Jan 30, 2018
Accepted (ET)
Feb 1, 2018 · 5:30 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 |
|---|---|---|---|---|---|---|---|---|
| SharesF1,F2 | Jan 30, 2018 | A | 31,096,351 | — | A | 31,096,351 | D |
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 2023F1,F2 | — | Jan 30, 2018 | A | — | A | Jan 30, 2018 | Jan 30, 2023 | Shares | — | — | D |
Explanation of responses
- F1In connection with the acquisition by Transocean Ltd. (the "Company") of Songa Offshore SE ("Songa Offshore"), as consideration for tendering its shares of Songa Offshore and in exchange for the transfer to the Company of the $50,000,000 shareholder loan owed by Songa Offshore to Perestroika AS ("Perestroika") and certain Songa Offshore bonds, Perestroika received 31,096,351 Shares of Transocean Ltd. ("Shares") and $355,611,000 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").
- F2Perestroika'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, 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.
Remarks
Due to Perestroika's right to designate a member of the Company's board of directors, Perestroika may be deemed to be a director of the Company by deputization.