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^*

WILHELM DALE W

(Last)

(First)

(Middle)

2000 W. SAM HOUSTON PARKWAY S.

SUITE 800

(Street)

HOUSTON

77042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TODCO [ THE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2007

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)
Common Stock	07/11/2007		A⁽¹⁾		12,300	A	$0⁽¹⁾	12,300	D
Common Stock	07/11/2007		F		4,485	D	$48.46	7,815	D
Common Stock	07/11/2007		D⁽²⁾		7,815	D	⁽²⁾	0	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)
Stock Option	$12	07/11/2007		D			16,667	⁽³⁾	02/09/2014	Common Stock	16,667	⁽³⁾	0	D
Stock Option	$21.12	07/11/2007		D			5,000	⁽³⁾	02/06/2015	Common Stock	5,000	⁽³⁾	0	D
Stock Option	$46.71	07/11/2007		D			12,000	⁽⁴⁾	02/05/2016	Common Stock	12,000	⁽⁴⁾	0	D
Stock Option	$35.37	07/11/2007		D			11,250	⁽⁴⁾	02/26/2017	Common Stock	11,250	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the award letters and the Amended and Restated Agreement and Plan of Merger, effective as of March 18, 2007 (the "Merger Agreement"), by and among Hercules Offshore, Inc. ("Hercules"), THE Hercules Offshore Drilling Company LLC, a wholly owned subsidiary of Hercules, and the Issuer, each deferred performance unit was converted into .5 shares of the Issuer's common stock.

2. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock was disposed of for approximately $48.46 in cash, 1.4616 shares of Hercules common stock or a combination of both, in each case having an implied value of approximately $48.46 based upon the average closing sales price for Hercules common stock during the ten consecutive trading day period ending on the fifth calendar day before the closing of the merger.

3. Pursuant to the terms of the Merger Agreement, this option was retired in exchange for the right to receive a cash amount equal to $48.46, less the per share exercise price multiplied by the number of shares of Issuer common stock subject to such option.

4. Pursuant to the terms of the Merger Agreement, this option was assumed by Hercules and replaced with an option to purchase shares of Hercules common stock with corresponding adjustments to the number of shares and exercise price based upon the merger exchange ratio of 1.4616.

	/s/ Michael P. Donaldson, Attorney-in-Fact for Dale W. Wilhelm	07/13/2007
	** 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).
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