SEC Form 4 · accession 0000085408-18-000127
ROWAN COMPANIES PLC · RDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen M Butz
Officer — EVP & CFO
Period of report
Dec 18, 2018
Accepted (ET)
Dec 20, 2018 · 5:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000085408
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1,F2,F4,F5 | Dec 18, 2018 | F | 98,493 | $8.965 | D | 193,068 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 18, 2018, the compensation committee (the "Committee") of the board of directors of the Issuer considered the potential adverse tax consequences to the Issuer and to certain of the executive officers of the Company, including Mr. Butz (collectively, the "Impacted Officers"), under Sections 280G and 4999 of the U.S. Internal Revenue Code, as amended, resulting from the treatment of potential payments that may be made pursuant to the Change in Control Agreement between the Issuer and each of the Impacted Officers in connection with the merger contemplated by the Transaction Agreement, dated as of October 7, 2018, between the Issuer and Ensco plc.
- F2In order to mitigate the potential adverse tax consequences, the Committee has converted all outstanding restricted share units previously awarded to Mr. Butz under the Issuer's Amended and Restated 2013 Rowan Companies plc Incentive Plan (each, a "RSU Award") to restricted shares (the "Restricted Shares"). Each such Restricted Share will vest in accordance, and subject to, the terms and conditions of the underlying RSU Award from which it was converted.
- F3In order to satisfy certain tax liabilities of Mr. Butz in connection with his election under Section 83(b) of the Code with respect to the acquisition of the Restricted Shares, the Committee accelerated the vesting of and withheld Restricted Shares with a fair market value equal to the employment and income tax liability imposed on such Restricted Shares.
- F4Sales price is the fair market value on December 18, 2018.
- F5Includes 123,825 Restricted Shares held by the reporting person.