SEC FORM 4

SEC Form 4

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^*

GAUT C CHRISTOPHER

(Last)

(First)

(Middle)

6 CHESTERFIELD GARDENS

3RD FLOOR

(Street)

LONDON

W1J 5BQ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ensco plc [ ESV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	06/01/2018		M		3,562	A	⁽¹⁾	48,277	D
Class A Ordinary Shares	06/01/2018		M		6,909	A	⁽²⁾	55,186	D
Class A Ordinary Shares	06/01/2018		M		10,549	A	⁽³⁾	65,735	D
Class A Ordinary Shares	06/01/2018		F		7,421⁽⁴⁾	D	$6.58	58,314	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽⁵⁾	06/01/2018		A		30,396		⁽⁶⁾	⁽⁶⁾	Class A Ordinary Shares	30,396	$0	30,396	D
Restricted Share Units	⁽¹⁾	06/01/2018		M			3,562	⁽⁷⁾	⁽⁷⁾	Class A Ordinary Shares	3,562	$0	0	D
Restricted Share Units	⁽²⁾	06/01/2018		M			6,909	⁽⁸⁾	⁽⁸⁾	Class A Ordinary Shares	6,909	$0	6,909	D
Restricted Share Units	⁽³⁾	06/01/2018		M			10,549	⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	10,549	$0	21,098	D

Explanation of Responses:

1. The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $230.40 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 1,258 shares were withheld and not issued to satisfy certain tax withholding obligations.

2. The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $447.00 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 2,439 shares were withheld and not issued to satisfy certain tax withholding obligations.

3. The restricted share units convert into Class A ordinary shares on a one-for-one basis upon vesting, and the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued in accordance with U.K. corporate law. In connection with the transaction reported above, the reporting person paid $682.50 to Ensco plc with respect to the shares actually issued upon vesting of the restricted share units. The remaining 3,724 shares were withheld and not issued to satisfy certain tax withholding obligations.

4. These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.

5. Upon the vesting of our restricted share units, the reporting person is required to pay the aggregate nominal value (par value), $0.10 per share, of our Class A ordinary shares actually issued, in accordance with U.K. corporate law.

6. On June 1, 2018, the reporting person was granted 30,396 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

7. On June 1, 2015, the reporting person was granted 10,686 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

8. On June 1, 2016, the reporting person was granted 20,727 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

9. On June 1, 2017, the reporting person was granted 31,647 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Davor S. Vukadin, by Power of Attorney	06/05/2018
	** 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).
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