FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GLOBALSANTAFE CORP [ GSF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares, $0.01 par value | 11/27/2007 | D | 13,629(1) | D | $0 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | $41.16 | 11/27/2007 | D | 5,320 | 11/27/2007(3) | 05/17/2011 | Ordinary Shares, $0.01 par value | 5,320 | $0(2) | 0 | D | ||||
Option (right to buy) | $24.32 | 11/27/2007 | D | 3,000 | 11/27/2007(5) | 06/09/2014 | Ordinary Shares, $0.01 par value | 3,000 | $0(4) | 0 | D | ||||
Option (right to buy) | $37.72 | 11/27/2007 | D | 6,000 | 11/27/2007(7) | 06/07/2015 | Ordinary Shares, $0.01 par value | 6,000 | $0(6) | 0 | D | ||||
Stock Appreciation Right | $57.485 | 11/27/2007 | D | 6,000 | 11/27/2007(9) | 05/23/2016 | Ordinary Shares, $0.01 par value | 6,000 | $0(8) | 0 | D | ||||
Stock Appreciation Right | $68.54 | 11/27/2007 | D | 6,000 | 11/27/2007(11) | 06/07/2017 | Ordinary Shares, $0.01 par value | 6,000 | $0(10) | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 21, 2007 (the "Merger Agreement") among Transocean Inc. ("Transocean"), GlobalSantaFe Corporation ("GlobalSantaFe"), and Transocean Worldwide Inc., at the effective time of the merger, each outstanding ordinary share of GlobalSantaFe, par value $0.01 per share ("GlobalSantaFe Ordinary Shares") was converted into the right to receive .4757 ordinary shares of Transocean, par value $0.01 per share ("Transocean Ordinary Shares"), having a market value of $129.39 per share Transocean Ordinary Share as of the close of trading on the trading day immediately preceding the effective date of the reclassification of Transocean's ordinary shares and the merger, and $22.46 in cash. |
2. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
3. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
4. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
5. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
6. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
7. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
8. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
9. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
10. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
11. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent). |
A Krezel, Atty-in-fact | 11/29/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |