SEC Form 4 · accession 0000899243-17-023927
ATWOOD OCEANICS INC · ATW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark W. Smith
Officer — SVP & Chief Financial Officer
Period of report
Oct 6, 2017
Accepted (ET)
Oct 10, 2017 · 2:33 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 StockF1 | Oct 6, 2017 | D | 15,861 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF2 | — | Oct 6, 2017 | D | 70,351 | D | — | — | Atwood Oceanics, Inc. Common Stock | 70,351 | 0 | D |
| Restricted Stock UnitsF3 | — | Oct 6, 2017 | D | 123,764 | D | — | — | Atwood Oceanics, Inc. Common Stock | 123,764 | 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 25,377 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement.
- F2Pursuant to the Merger Agreement, these Performance-Based Restricted Stock Units were canceled and converted into the right to receive 179,600 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.
- F3Pursuant to the Merger Agreement, these Restricted Stock Units were canceled and converted into the right to receive 198,022 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.