0000085408-18-000129.txt : 20181220 0000085408-18-000129.hdr.sgml : 20181220 20181220171639 ACCESSION NUMBER: 0000085408-18-000129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181218 FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mai Mark Francis CENTRAL INDEX KEY: 0001414131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05491 FILM NUMBER: 181246963 MAIL ADDRESS: STREET 1: 1200 W, SAM HOUSTON PARKWAY N. CITY: HOUSTON STATE: TX ZIP: 77043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES PLC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981023315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CANNON PLACE, 78 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6AF BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 4 1 wf-form4_154534418324717.xml FORM 4 X0306 4 2018-12-18 0 0000085408 ROWAN COMPANIES PLC RDC 0001414131 Mai Mark Francis 2800 POST OAK BOULEVARD SUITE 5450 HOUSTON TX 77056 0 1 0 0 EVP, General Counsel and Secty Class A Ordinary Shares 2018-12-18 4 F 0 25068 8.965 D 55355 D On December 18, 2018, the compensation committee (the "Committee") of the board of directors of the Issuer considered the potential adverse tax consequences to the Issuer and to certain of the executive officers of the Company, including Mr. Mai (collectively, the "Impacted Officers"), under Sections 280G and 4999 of the U.S. Internal Revenue Code, as amended, resulting from the treatment of potential payments that may be made pursuant to the Change in Control Agreement between the Issuer and each of the Impacted Officers in connection with the merger contemplated by the Transaction Agreement, dated as of October 7, 2018, between the Issuer and Ensco plc. In order to mitigate the potential adverse tax consequences, the Committee has converted all outstanding restricted share units previously awarded to Mr. Mai under the Issuer's Amended and Restated 2013 Rowan Companies plc Incentive Plan (each, a "RSU Award") to restricted shares (the "Restricted Shares"). Each such Restricted Share will vest in accordance, and subject to, the terms and conditions of the underlying RSU Award from which it was converted. In order to satisfy certain tax liabilities of Mr. Mai in connection with his election under Section 83(b) of the Code with respect to the acquisition of the Restricted Shares, the Committee accelerated the vesting of and withheld Restricted Shares with a fair market value equal to the employment and income tax liability imposed on such Restricted Shares. Sales price is the fair market value on December 18, 2018. Includes 46,484 Restricted Shares held by the reporting person. /s/ Mark F. Mai 2018-12-20