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*
Avenue Capital Management II, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PACIFIC DRILLING S.A. [ PACD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/15/2020 05/19/2020 S 327,629 D $0.448 18,931,945 I See footnotes(1)(2)(3)
COMMON STOCK 05/18/2020 05/20/2020 S 771,116 D $0.45 18,160,829 I See footnotes(1)(2)(3)
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
1. Name and Address of Reporting Person*
Avenue Capital Management II, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Europe International Management, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Europe International Management GenPar, LLC

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue-ASRS Europe Opportunities Fund, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Europe Special Situations Fund III (US), L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Europe Special Situations Fund III (Euro), L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Europe Opportunities Master Fund, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LASRY MARC

(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP,
11 WEST 42ND STREET, 9TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. Collectively, the securities (the "Common Shares") reported in this Form 4 are held directly by: (i) Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund, L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (the "US Funds") and (ii) Avenue ASRS Europe Opportunities Fund, L.P., Avenue Europe Opportunities Master Fund, L.P., Avenue Europe Special Situations Fund III (Euro), L.P., and Avenue Europe Special Situations Fund III (U.S.), L.P. (the "Euro Funds") and together with the US Funds, the "Funds").
2. Avenue Capital Management II, L.P. is the investment manager of the US Funds and may be deemed to have voting and dispositive power over the 12,874,879 Common Shares owned by such entities. Avenue Europe International Management, L.P. is the investment manager of the Euro Funds and may be deemed to have voting and dispositive power over the 5,285,950 Common Shares owned by such entities.
3. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC. Mr. Lasry may be deemed to be the indirect beneficial owner of the securities reported by the Funds by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Exchange Act) is a fractional interest in such amount.
Remarks:
This Form 4 is being filed in two parts. This is Part 2 of 2.
AVENUE CAPITAL MANAGEMENT II, L.P. By: Avenue Capital Management II GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P. By: Avenue Europe International Management GenPar, LLC By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE EUROPE INTERNATIONAL MANAGEMENT GENPAR, LLC By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE-ASRS EUROPE OPPORTUNITIES FUND, L.P. By: Avenue-ASRS Europe Opportunities Fund GenPar, LLC, its General Partner By: GL ASRS Europe Partners, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE EUROPE SPECIAL SITUATIONS FUND III (U.S.), L.P. By: Avenue Europe Capital Partners III, LLC, its General Partner By: GL Europe Partners III, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE EUROPE SPECIAL SITUATIONS FUND III (EURO), L.P. By: Avenue Europe Capital Partners III, LLC, its General Partner By: GL Europe Partners III, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
AVENUE EUROPE OPPORTUNITIES MASTER FUND, L.P. By: Avenue Europe Opportunities Fund GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member 05/19/2020
MARC LASRY /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry 05/19/2020
** 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).
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