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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Tonnel David A

(Last) (First) (Middle)
1414 ENCLAVE PARKWAY

(Street)
HOUSTON TX 77077

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020
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
Registered Shares 03/01/2020(5) M 8,069(1) A $0 127,152 D
Registered Shares 03/01/2020(5) M 10,426(2) A $0 137,578 D
Registered Shares 03/01/2020(5) M 12,864(3) A $0 150,442 D
Registered Shares 03/02/2020 F 13,774(4) D $0 136,668 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
Restricted Units $0 03/02/2020 M 10,427 03/01/2020 (2) Registered Shares 10,427 $0 10,427 D
Restricted Units $0 03/02/2020 M 12,865 03/01/2020 (3) Registered Shares 12,865 $0 25,730 D
Explanation of Responses:
1. Restricted Units, which are 1-for-1 share equivalents, acquired on February 10, 2017, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2020, resulting in the right of the reporting person to receive the registered shares.
2. Restricted Units, which are 1-for-1 share equivalents, acquired on February 8, 2018, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2020, resulting in the right of the reporting person to receive the registered shares. The remaining restricted share units vest as follows: 10,427 on March 1, 2021.
3. Restricted Units, which are 1-for-1 share equivalents, acquired on February 7, 2019, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2020, resulting in the right of the reporting person to receive the registered shares. The remaining restricted share units vest as follows: 12,865 on March 1, 2021 and 12,865 on March 1, 2022.
4. Shares withheld upon vesting to satisfy tax withholding obligations.
5. The vesting date of the Restricted Units was March 1, 2020, as reported on previously filed Form 4s with respect to the reporting person, which fell on a Sunday this year. The number of registered shares issuable following our sale of registered shares to satisfy tax withholding obligations was not known until March 2, 2020, as reported in this Form 4, and consequently no registered shares were issued until March 2, 2020.
/s/ Daniel Ro-Trock By Power of Attorney 03/04/2020
** 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.