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*
Burke Thomas Peter

(Last) (First) (Middle)
C/O ENSCO ROWAN PLC
6 CHESTERFIELD GARDENS, 3RD FLOOR

(Street)
LONDON X0 W1J5BQ

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2019
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)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 04/11/2019 A 222,576(1) A $0 222,576(1) D
Class A Ordinary Shares 04/11/2019 A 575,745(2) A $0 798,321 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
Share Appreciation Right $61.4 04/11/2019 A 18,385 04/11/2019 02/25/2021 Class A Ordinary Shares 18,385 (3) 18,385 D
Share Appreciation Right $51.6 04/11/2019 A 21,594 04/11/2019 03/07/2022 Class A Ordinary Shares 21,594 (4) 21,594 D
Share Appreciation Right $49.97 04/11/2019 A 32,078 04/11/2019 03/06/2023 Class A Ordinary Shares 32,078 (5) 32,078 D
Share Option (right to buy) $25.58 04/11/2019 A 244,025 02/22/2021(7) 02/22/2024 Class A Ordinary Shares 244,025 (6) 244,025 D
Explanation of Responses:
1. Pursuant to the Transaction Agreement, dated as of October 7, 2019, between Ensco plc ("Ensco") and Rowan Companies plc ("Rowan"), Ensco acquired the entire issued and to be issued share capital of Rowan on April 11, 2019 (the "Transaction"). At the effective time of the Transaction, each Class A ordinary share of Rowan issued and outstanding immediately prior to such time was converted into the right to receive 2.750 shares of Ensco's Class A ordinary shares. Immediately following the effective time of the Transaction, Ensco effected a consolidation whereby every four existing Class A ordinary shares of Ensco were consolidated into one Class A ordinary share of Ensco, and Ensco changed its name to "Ensco Rowan plc." On the trading day immediately prior to the effective time of the Transaction, the closing price of Ensco was $3.97 per share, and the closing price of Rowan was $10.93 per share.
2. Represents Ensco restricted share units received by the reporting person at the effective time of the Transaction in exchange for his restricted share units to acquire 837,448 Class A ordinary shares of Rowan, which may be settled only in ordinary shares upon vesting.
3. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 26,742 Class A ordinary shares of Rowan.
4. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 31,410 Class A ordinary shares of Rowan.
5. Represents Ensco share appreciation right received by the reporting person at the effective time of the Transaction in exchange for his share appreciation right to acquire 46,659 Class A ordinary shares of Rowan.
6. Represents Ensco share option received by the reporting person at the effective time of the Transaction in exchange for his share option to acquire 354,946 Class A ordinary shares of Rowan.
7. The option cliff vests on the fourth anniversary of the original grant date, which was February 22, 2017.
/s/ Davor S. Vukadin, by Power of Attorney 04/11/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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