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^*

Darby Tommy

(Last)

(First)

(Middle)

5847 SAN FELIPE ST.

SUITE 3300

(Street)

HOUSTON

77057

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2019

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	06/01/2019		M		906	A	⁽¹⁾	3,973⁽²⁾	D
Class A Ordinary Shares	06/01/2019		D		906	D	$8.37	3,067⁽²⁾	D
Class A Ordinary Shares	06/01/2019		M		1,592	A	⁽³⁾	4,659⁽²⁾	D
Class A Ordinary Shares	06/01/2019		D		1,592	D	$8.37	3,067⁽²⁾	D
Class A Ordinary Shares	06/01/2019		M		1,662	A	$0	4,729⁽²⁾	D
Class A Ordinary Shares	06/01/2019		F		478⁽⁴⁾	D	$8.37	4,251⁽²⁾	D
Class A Ordinary Shares	06/01/2019		M		828	A	⁽⁵⁾	4,894⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/01/2019		D		828	D	$8.37	4,066⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/01/2019		M		1,266	A	⁽⁶⁾	5,332⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/01/2019		D		1,266	D	$8.37	4,066⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/01/2019		M		1,216	A	$0	5,282⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/01/2019		F		286⁽⁷⁾	D	$8.37	4,996⁽²⁾	I	Represents shares held by an immediate family member
Class A Ordinary Shares	06/02/2019		F		18⁽⁴⁾	D	$8.37	4,233⁽²⁾	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	⁽¹⁾	06/01/2019		M			906	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	906	$0	1,813	D
Restricted Share Units	⁽³⁾	06/01/2019		M			1,592	⁽³⁾	⁽³⁾	Class A Ordinary Shares	1,592	$0	4,776	D
Restricted Share Units	⁽⁸⁾	06/01/2019		M			1,662	⁽⁸⁾	⁽⁸⁾	Class A Ordinary Shares	1,662	$0	6,649	D
Restricted Share Units	⁽⁵⁾	06/03/2019		M			828	⁽⁵⁾	⁽⁵⁾	Class A Ordinary Shares	828	$0	1,659	I	Represents restricted share units held by an immediate family member
Restricted Share Units	⁽⁶⁾	06/01/2019		M			1,266	⁽⁶⁾	⁽⁶⁾	Class A Ordinary Shares	1,266	$0	3,798	I	Represents restricted share units held by an immediate family member
Restricted Share Units	⁽⁹⁾	06/01/2019		M			1,216	⁽⁹⁾	⁽⁹⁾	Class A Ordinary Shares	1,216	$0	4,864	I	Represents restricted share units held by an immediate family member
Restricted Share Units	⁽¹⁰⁾	06/03/2019		A		22,950		⁽¹¹⁾	⁽¹¹⁾	Class A Ordinary Shares	22,950	$0	22,950	D
Restricted Share Units	⁽¹⁰⁾	06/03/2019		A		19,956		⁽¹²⁾	⁽¹²⁾	Class A Ordinary Shares	19,956	$0	19,956	I	Represents restricted share units held by an immeidate family member

Explanation of Responses:

1. On June 1, 2016, the reporting person was granted 18,135 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one Class A ordinary share of Ensco Rowan plc ("EnscoRowan") and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

2. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

3. On June 1, 2017, the reporting person was granted 31,845 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

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. On June 1, 2016, an immediate family member of the reporting person was granted 16,585 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

6. On June 1, 2017, an immediate family member of the reporting person was granted 25,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

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

8. On June 1, 2018, the reporting person was granted 33,245 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

9. On June 1, 2018, an immediate family member of the reporting person was granted 24,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.

10. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. The restricted share units vest in three equal annual installments beginning on the first anniversary of the grant date.

11. On June 3, 2019, the reporting person was granted 22,950 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

12. On June 3, 2019, an immediate family member of the reporting person was granted 19,956 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	06/04/2019
	** 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).
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