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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSE ROBERT E 4 GREENWAY PLAZA HOUSTON, TX 77046 |
X |
Chipman Earle by Power of Attorney | 03/25/2008 | |
**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 terms of the Agreement and Plan of Merger dated as of July 21, 2007 (the "Agreement") among Transocean Inc. ("Transocean"), GlobalSantaFe Corporation ("GlobalSantaFe"), and Transocean Worldwide Inc. ('TWI"), on Nov. 27, 2007, GlobalSantaFe merged with TWI and GlobalSantaFe ceased to exist. Dividend Equivalent Rights attached to GlobalSantaFe Restricted Stock Units, which vested pursuant to the Agreement on Nov. 27, 2007, were converted into Transocean ordinary shares. The number of Transocean ordinary shares issued in settlement of the Dividend Equivalent Rights is equal to the total of the accrued dividend equivalent payments in respect of the GlobalSantaFe Restricted Stock Units on the vesting date, divided by the Fair Market Value (as defined in the GlobalSantaFe 2003 Long-Term Incentive Plan) of Transocean ordinary shares on such vesting date, with any fractional share resulting from such calculation being forfeited without any paymnent in respect thereof. |
(2) | Includes 72 ordinary shares issued in settlement of Dividend Equivalent Rights attached to GlobalSantaFe Restricted Stock Units. Dividend Equivalent Rights attached to GlobalSantaFe Restricted Stock Units, which vested pursuant to the Merger Agreement on Nov. 27, 2007, were converted into Transocean ordinary shares. The number of Transocean ordinary shares issued in settlement of the Dividend Equivalent Rights is equal to the total of the accrued dividend equivalent payments in respect of the GlobalSantaFe Restricted Stock Units on the vesting date, divided by the Fair Market Value (as defined in the GlobalSantaFe 2003 Long-Term Incentive Plan) of Transocean ordinary shares on such vesting date, with any fractional share resulting from such calculation being forfeited without any payment in respect thereof. |
(3) | Includes 157 ordinary shares that were omitted from the reporting person's original Form 4 filed on November 29, 2007. |