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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 | ||||||||
Share Appreciation Right | $ 61.4 | 04/11/2019 | A | 18,385 | 04/11/2019 | 02/25/2021 | Class A Ordinary Shares | 18,385 | (3) | 18,385 | D | ||||
Share Appreciation Right | $ 51.6 | 04/11/2019 | A | 21,594 | 04/11/2019 | 03/07/2022 | Class A Ordinary Shares | 21,594 | (4) | 21,594 | D | ||||
Share Appreciation Right | $ 49.97 | 04/11/2019 | A | 32,078 | 04/11/2019 | 03/06/2023 | Class A Ordinary Shares | 32,078 | (5) | 32,078 | D | ||||
Share Option (right to buy) | $ 25.58 | 04/11/2019 | A | 244,025 | 02/22/2021(7) | 02/22/2024 | Class A Ordinary Shares | 244,025 | (6) | 244,025 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Burke Thomas Peter C/O ENSCO ROWAN PLC 6 CHESTERFIELD GARDENS, 3RD FLOOR LONDON, X0 W1J5BQ |
X | CEO and President |
/s/ Davor S. Vukadin, by Power of Attorney | 04/11/2019 | |
**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) | Pursuant to the Transaction Agreement, dated as of October 7, 2019, between Ensco plc ("Ensco") and Rowan Companies plc ("Rowan"), Ensco acquired the entire issued and to be issued share capital of Rowan on April 11, 2019 (the "Transaction"). At the effective time of the Transaction, each Class A ordinary share of Rowan issued and outstanding immediately prior to such time was converted into the right to receive 2.750 shares of Ensco's Class A ordinary shares. Immediately following the effective time of the Transaction, Ensco effected a consolidation whereby every four existing Class A ordinary shares of Ensco were consolidated into one Class A ordinary share of Ensco, and Ensco changed its name to "Ensco Rowan plc." On the trading day immediately prior to the effective time of the Transaction, the closing price of Ensco was $3.97 per share, and the closing price of Rowan was $10.93 per share. |
(2) | Represents Ensco restricted share units received by the reporting person at the effective time of the Transaction in exchange for his restricted share units to acquire 837,448 Class A ordinary shares of Rowan, which may be settled only in ordinary shares upon vesting. |
(3) | Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 26,742 Class A ordinary shares of Rowan. |
(4) | Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 31,410 Class A ordinary shares of Rowan. |
(5) | Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 46,659 Class A ordinary shares of Rowan. |
(6) | Represents Ensco share option received by the reporting person at the effective time of the Transaction in exchange for his share option to acquire 354,946 Class A ordinary shares of Rowan. |
(7) | The option cliff vests on the fourth anniversary of the original grant date, which was February 22, 2017. |