SEC Form 4 · accession 0001179110-16-032911
Transocean Partners LLC · RIGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Norman J Szydlowski
Director
Period of report
Dec 9, 2016
Accepted (ET)
Dec 13, 2016 · 7:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001607250
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1 | Dec 9, 2016 | M | 11,435 | $0.00 | A | 14,435 | D | |
| Common UnitsF3 | Dec 9, 2016 | F | 5,146 | $17.83 | D | 9,289 | D | |
| Common UnitsF4 | Dec 9, 2016 | D | 9,289 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | $0.00 | Dec 9, 2016 | M | 4,980 | D | — | — | Common Units | 4,980 | 0 | D |
| Phantom UnitsF1,F2 | $0.00 | Dec 9, 2016 | M | 6,455 | D | — | — | Common Units | 6,455 | 0 | D |
Explanation of responses
- F1Immediately prior to the Merger, all of the reporting person's phantom units granted pursuant to Transocean Partners' long-term incentive plan on May 4, 2015 and May 5, 2016 vested in full, and an equal number of Transocean Partners common units were deemed issued in settlement thereof. The phantom units are 1-for-1 common unit equivalents.
- F2Not Applicable.
- F3Common units automatically withheld upon vesting to satisfy tax withholding obligations.
- F4Disposition in connection with the Merger. At the effective time of the Merger, each outstanding common unit of Transocean Partners was converted into the right to receive 1.2000 Transocean Ltd. shares.
Remarks
In connection with the merger of a wholly owned subsidiary of Transocean Ltd. with and into Transocean Partners LLC ("Transocean Partners") effective on December 9, 2016 (the "Merger"), the reporting person resigned from the board of directors of Transocean Partners. As a result, the reporting person is no longer subject to Section 16 in connection with transactions in the equity securities of Transocean Partners and will no longer report any such transactions on Form 4 or Form 5.