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
Ensco Rowan plc [ ESV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/11/2019 | ||||||||||||||||||||||||||
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 | ||||||
Class A Ordinary Shares | 04/11/2019 | A | 222,576(1) | A | $0 | 222,576(1) | D | |||
Class A Ordinary Shares | 04/11/2019 | A | 575,745(2) | A | $0 | 798,321 | 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 | ||||||||
Share Appreciation Right | $61.4 | 04/11/2019 | A | 18,385 | 04/11/2019 | 02/25/2021 | Class A Ordinary Shares | 18,385 | (3) | 18,385 | D | ||||
Share Appreciation Right | $51.6 | 04/11/2019 | A | 21,594 | 04/11/2019 | 03/07/2022 | Class A Ordinary Shares | 21,594 | (4) | 21,594 | D | ||||
Share Appreciation Right | $49.97 | 04/11/2019 | A | 32,078 | 04/11/2019 | 03/06/2023 | Class A Ordinary Shares | 32,078 | (5) | 32,078 | D | ||||
Share Option (right to buy) | $25.58 | 04/11/2019 | A | 244,025 | 02/22/2021(7) | 02/22/2024 | Class A Ordinary Shares | 244,025 | (6) | 244,025 | D |
Explanation of Responses: |
1. Pursuant to the Transaction Agreement, dated as of October 7, 2019, between Ensco plc ("Ensco") and Rowan Companies plc ("Rowan"), Ensco acquired the entire issued and to be issued share capital of Rowan on April 11, 2019 (the "Transaction"). At the effective time of the Transaction, each Class A ordinary share of Rowan issued and outstanding immediately prior to such time was converted into the right to receive 2.750 shares of Ensco's Class A ordinary shares. Immediately following the effective time of the Transaction, Ensco effected a consolidation whereby every four existing Class A ordinary shares of Ensco were consolidated into one Class A ordinary share of Ensco, and Ensco changed its name to "Ensco Rowan plc." On the trading day immediately prior to the effective time of the Transaction, the closing price of Ensco was $3.97 per share, and the closing price of Rowan was $10.93 per share. |
2. Represents Ensco restricted share units received by the reporting person at the effective time of the Transaction in exchange for his restricted share units to acquire 837,448 Class A ordinary shares of Rowan, which may be settled only in ordinary shares upon vesting. |
3. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 26,742 Class A ordinary shares of Rowan. |
4. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 31,410 Class A ordinary shares of Rowan. |
5. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 46,659 Class A ordinary shares of Rowan. |
6. Represents Ensco share option received by the reporting person at the effective time of the Transaction in exchange for his share option to acquire 354,946 Class A ordinary shares of Rowan. |
7. The option cliff vests on the fourth anniversary of the original grant date, which was February 22, 2017. |
/s/ Davor S. Vukadin, by Power of Attorney | 04/11/2019 | |
** 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. |