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^*

TRAVIS LEONARD

(Last)

(First)

(Middle)

5847 SAN FELIPE

SUITE 3300

(Street)

HOUSTON

77057

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIDE INTERNATIONAL INC [ PDE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011

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	05/31/2011		M		7,015	A	$0	41,422	D
Common Stock	05/31/2011		F		11,055⁽¹⁾	D	$41.76	30,367	D
Common Stock	05/31/2011		D		30,367	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)
Performance-Based Restricted Stock Units	⁽³⁾	03/09/2011		M			2,270	⁽³⁾	03/15/2013	Common Stock	3,020	$0	0	D
Performance-Based Restricted Stock Units	⁽³⁾	05/31/2011		M			2,960	⁽³⁾	03/15/2014	Common Stock	3,995	$0	0	D
Stock Options (right to purchase)⁽⁴⁾	$29.32	05/31/2011		D			12,867	⁽⁵⁾	12/18/2016	Common Stock	12,867	$0	0⁽⁶⁾	D
Stock Options (right to purchase)⁽⁴⁾	$32.18	05/31/2011		D			12,867	⁽⁷⁾	01/02/2018	Common Stock	12,867	$0	0⁽⁶⁾	D
Stock Options (right to purchase)⁽⁴⁾	$16.4	05/31/2011		D			25,872	⁽⁸⁾	01/02/2019	Common Stock	25,872	$0	0⁽⁶⁾	D
Stock Options (right to purchase)	$29.6	05/31/2011		D			8,496	⁽⁹⁾	01/29/2020	Common Stock	8,496	$0	0⁽⁶⁾	D
Stock Options (right to purchase)	$32.47	05/31/2011		D			7,404	⁽¹⁰⁾	01/03/2021	Common Stock	7,404	$0	0⁽⁶⁾	D

Explanation of Responses:

1. The reporting person disposed of these shares directly to the issuer upon the vesting of previously awarded restricted stock. The purpose of the disposition was to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the Internal Revenue Service in cash.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 6, 2011, as amended (the "Merger Agreement"), among Pride International, Inc. ("Pride"), Ensco plc ("Ensco"), ENSCO International Incorporated and ENSCO Ventures LLC, in exchange for $15.60 in cash and 0.4778 American Depositary Shares, representing Class A ordinary shares of Ensco (each an "Ensco ADS"), per share of Pride common stock. Any fractional shares will be paid in cash.

3. The performance-based restricted stock units generally vest as to one-third annually over a three-year period in an amount ranging from 0-150% of the units awarded based upon company total shareholder return compared with the total shareholder return of a designated peer group over a performance period corresponding to the vesting periods. The units generally provide for payment of all earned shares in common stock following the end of the three-year period. In connection with the merger, all performance-based restricted stock units fully vest and earned shares are paid.

4. Share amounts and exercise price reflect an anti-dilution adjustment made in connection with the August 24, 2009 spin-off of Seahawk Drilling, Inc.

5. The options vested in four equal annual installments beginning on December 18, 2007.

6. Pursuant to the Merger Agreement, Pride stock options fully vest and are assumed by Ensco in the merger and replaced with options to purchase Ensco ADSs, with the same terms and conditions as the original Pride stock options, except that (i) the number of Ensco ADSs purchasable upon exercise of each assumed option is equal to the number of shares of Pride common stock that were purchasable multiplied by 0.7617 and rounded down to the nearest whole Ensco ADS and (ii) the per share exercise price under such assumed option was adjusted by dividing the per share exercise price under such Pride stock option by 0.7617 and rounding up to the nearest whole cent.

7. The options vest in four equal annual installments beginning on January 2, 2009.

8. The options vest in three equal annual installments beginning on January 2, 2010.

9. The options vest in three equal annual installments beginning on January 29, 2011.

10. The options vest in three equal annual installments beginning on January 3, 2012.

Remarks:

	Elizabeth Wright, attorney-in-fact	06/02/2011
	** 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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