SCHEDULE 13G
Amendment No. 2
Transocean Ltd.
Stock
Cusip #H8817H100
Cusip #H8817H100
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 4,761,415
Item 6: 0
Item 7: 11,065,898
Item 8: 0
Item 9: 11,065,898
Item 11: 3.460%
Item 12: HC
Cusip #H8817H100
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 118,061
Item 6: 0
Item 7: 11,065,898
Item 8: 0
Item 9: 11,065,898
Item 11: 3.460%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Transocean Ltd.
Item 1(b). Name of Issuer's Principal Executive Offices:
Blandonnet International Business
Center
Chemin de Blandonnet 2, Building F,
7th Floor
Vernier, Switzerland 1214
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Stock
Item 2(e). CUSIP Number:
H8817H100
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 11,065,898
(b) Percent of Class: 3.460%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 4,761,415
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 11,065,898
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein. I also certify that, to the
best of my knowledge and belief, FIL Limited and its various
non-U.S. investment management subsidiaries included on
this Schedule 13G are subject to a regulatory scheme
substantially comparable to the regulatory scheme applicable
to the functionally equivalent U.S. institutions. I also
undertake to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule
13D with respect to FIL Limited and its various non-U.S.
investment management subsidiaries included on this
Schedule 13G.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
December 09, 2011
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 4,971,297 shares or 1.554%
of the Stock outstanding of Transocean Ltd. ("the Company")
as a result of acting as investment adviser to various
investment companies registered under Section 8 of the
Investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 4,971,297 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Strategic Advisers, Inc., 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR LLC's
beneficial ownership includes 84,835 shares, or 0.027%, of the
Stock outstanding of Transocean Ltd., beneficially owned
through Strategic Advisers, Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 265,905
shares or 0.083% of the outstanding Stock of Transocean Ltd.
as a result of its serving as investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies
registered under Section 8 of the Investment Company Act of
1940 owning such shares. The number of shares of Stock of
Transocean Ltd. owned by the institutional account(s) at
November 30, 2011 included 239,455 shares of Stock
resulting from the assumed conversion of 239,455 shares of
TRANSOCEAN LTD (SWISS) (1 shares of Stock for each
share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
265,905 shares and sole power to vote or to direct the voting
of 265,905 shares of Stock owned by the institutional accounts
or funds advised by PGALLC as reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 1,464,271 shares or 0.458% of the
outstanding Stock of the Transocean Ltd. as a result of its
serving as investment manager of institutional accounts
owning such shares. The number of shares of Stock of
Transocean Ltd. owned by the institutional account(s) at
November 30, 2011 included 1,419,357 shares of Stock
resulting from the assumed conversion of 1,419,357 shares of
TRANSOCEAN LTD (SWISS) (1 shares of Stock for each
share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 1,464,271 shares and sole power
to vote or to direct the voting of 1,112,526 shares of Stock
owned by the institutional accounts managed by PGATC as
reported above.
Edward C. Johnson 3d has sole voting and dispositive
power over 118,061 shares, shared voting and dispositive
power over 0 shares, and no voting or dispositive power over
0 shares.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of
4,161,529 shares or 1.301% of the Stock outstanding of the
Company. The number of shares of Stock of Transocean Ltd.
owned by the institutional account(s) at November 30, 2011
included 3,302,611 shares of Stock resulting from the assumed
conversion of 3,302,611 shares of TRANSOCEAN LTD
(SWISS) (1 shares of Stock for each share of Convertible
Preferred Stock).
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock. While the percentage of total voting power represented
by these shares may fluctuate as a result of changes in the total
number of shares of FIL voting stock outstanding from time to
time, it normally represents more than 25% and less than 50%
of the total votes which may be cast by all holders of FIL
voting stock. FMR LLC and FIL are separate and independent
corporate entities, and their Boards of Directors are generally
composed of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
FIL has sole dispositive power over 4,161,529 shares
owned by the International Funds. FIL has sole power to vote
or direct the voting of 3,179,596 shares and no power to vote
or direct the voting of 981,933 shares of Stock held by the
International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on December 09, 2011, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the Stock
of Transocean Ltd. at November 30, 2011.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel