SEC Form 4 · accession 0000899243-17-023903

ATWOOD OCEANICS INC · ATW

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

Reporting owner

John K Gidley

Officer — VP, Health Safety & Environ.

Period of report

Oct 6, 2017

Accepted (ET)

Oct 10, 2017 · 2:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000008411

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Atwood Oceanics, Inc. Common Stock^F1	Oct 6, 2017	D	12,331	—	D	0	D
Atwood Oceanics, Inc. Common Stock^F2	Oct 6, 2017	D	62	—	D	0	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance-Based Restricted Stock Units^F3	—	Oct 6, 2017	D	31,601	D	—	—	Atwood Oceanics, Inc. Common Stock	31,601	0	D
Restricted Stock Units^F4	—	Oct 6, 2017	D	56,971	D	—	—	Atwood Oceanics, Inc. Common Stock	56,971	0	D

Explanation of responses

F1On May 29, 2017, the Issuer entered into an Agreement and Plan of Merger with Ensco PLC ("Parent") and Echo Merger Sub LLC (the "Merger Agreement"). Pursuant to the Merger Agreement, on October 6, 2017, these shares were cancelled and converted into the right to receive 19,729 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement.
F2Pursuant to the Merger Agreement, on October 6, 2017, these shares were cancelled and converted into the right to receive 99 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the spouse of the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.
F3Pursuant to the Merger Agreement, these Performance-Based Restricted Stock Units were canceled and converted into the right to receive 78,982 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.
F4Pursuant to the Merger Agreement, these Restricted Stock Units were canceled and converted into the right to receive 91,153 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.