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*
Smith Mark W.

(Last) (First) (Middle)
15835 PARK TEN PLACE DRIVE

(Street)
HOUSTON TX 77084

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ATWOOD OCEANICS INC [ ATW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Corporate Services
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2013
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)
Code V Amount (A) or (D) Price
Common Stock 12/30/2013 12/30/2013 S 500 D $52.63 8,977 D
Common Stock 12/30/2013 12/30/2013 S 1,300 D $52.635 7,677 D
Common Stock 12/30/2013 12/30/2013 S 97 D $52.64 7,580 D
Common Stock 12/30/2013 12/30/2013 M 1,102 A $35.69 8,682 D
Common Stock 12/30/2013 12/30/2013 S 1,102 D $52.6288 7,580 D
Common Stock 12/30/2013 12/30/2013 M 4,665 A $37.41 12,245 D
Common Stock 12/30/2013 12/30/2013 S 4,665 D $52.6369 7,580 (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Options $35.69 12/30/2013 12/30/2013 M 1,102 (2) 12/03/2019 Atwood Oceanics, Inc. Common Stock 1,102 $35.69 0 (3) D
Nonqualified Stock Options $37.41 12/30/2013 12/30/2013 M 4,665 (4) 12/09/2020 Atwood Oceanics, Inc. Common Stock 4,665 $37.41 1,555 (3) D
Explanation of Responses:
1. Represents the total number of shares of Common Stock held by the Reporting Person subsequent to the transaction reported hereby.
2. These options were granted for a term of ten (10) years pursuant to the Atwood Oceanics, Inc. 2007 Plan with twenty-five percent (25%) of such options becoming exercisable at each of one (1) year, two (2) years, three (3) years and four (4) years respectively from the date of grant.
3. Represents the total number of Nonqualified Stock Options held by the reporting person with the same exercise price and expiration date subsequent to the transaction reported hereby.
4. These options were granted for a term of ten (10) years pursuant to the Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan, with twenty-five (25%) of such options becoming exercisable at each of one (1) year, two (2) years, three (3) years and four (4) years respectively, from date of grant.
Remarks:
/s/ Mark Smith, Walter A. Baker By Power of Attorney 12/30/2013
** 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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