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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
0.5% Exchangeable Senior Bonds due 2023 | (1) | 01/30/2018 | A | $ 185,000 (1) | 01/30/2018 | 01/30/2023 | Shares | (1) | (1) | $ 185,000 (1) | D | ||||
0.5% Exchangeable Senior Bonds due 2023 | (2) | 01/30/2018 | A | $ 17,000 (2) | 01/30/2018 | 01/30/2023 | Shares | (2) | (2) | $ 17,000 (2) | I | By spouse | |||
0.5% Exchangeable Senior Bonds due 2023 | (3) | 01/20/2018 | A | $ 355,611,000 (3) | 01/30/2018 | 01/30/2023 | Shares | (3) | (3) | $ 35,561,100 (3) | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mohn Frederik Wilhelm TURMSTRASSE 30 STEINHAUSEN, V8 6312 |
X | X |
/s/ Daniel Ro-Trock By Power of Attorney | 02/01/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In connection with the acquisition by Transocean Ltd. (the "Company") of Songa Offshore SE ("Songa"), as consideration for tendering his shares of Songa, Mr. Mohn received 22,148 Shares of Transocean Ltd. ("Shares") and $185,000 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"). Mr. Mohn'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 (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. |
(2) | In connection with the acquisition by the Company of Songa, as consideration for tendering her shares of Songa, Mr. Mohn's spouse received 2,054 Shares and Exchangeable Bonds valued at $17,000. Her 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. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023. |
(3) | In connection with the acquisition by the Company of Songa, as consideration for tendering its shares of Songa and in exchange for the transfer to the Company of the $50,000,000 shareholder loan owed by Songa to Perestroika and certain Songa bonds, Perestroika received 31,096,351 Shares and Exchangeable Bonds valued at $355,611,000. Perestroika'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. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023. |
(4) | These securities are held directly by Perestroika, a company solely owned by Mr. Mohn. |