SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Richards Jon L.

(Last)

(First)

(Middle)

777 N. ELDRIDGE PKWY

SUITE 1100

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2024

3. Issuer Name and Ticker or Trading Symbol
DIAMOND OFFSHORE DRILLING, INC. [ DO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Operating Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,936	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	20,118	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	17,158	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	60,053	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	17,248	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	20,080	⁽²⁾	D

Explanation of Responses:

1. These restricted stock units were part of an award of 60,354 restricted stock units on July 1, 2021 that vest in in three equal annual installments on July 1, 2022, July 1, 2023 and July 1, 2024. The first two installments vested on July 1, 2022 and July 1, 2023, respectively, and these remaining restricted stock units vest on July 1, 2024. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. These restricted stock units were part of an award of 25,737 restricted stock units on May 12, 2022 that vest in three equal annual installments on May 12, 2023, May 12, 2024 and May 12, 2025. The first installment vested on May 12, 2023, and these remaining restricted stock units vest in equal annual installments on May 12, 2024 and May 12, 2025. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date.

4. The restricted stock units were awarded on May 12, 2022 and vest based on the level of the highest 30 consecutive trading day volume-weighted average price of the common stock of the issuer achieved during the three-year period commencing on the grant date (unless terminated earlier in connection with a "change in control" (as defined in the award agreement)). One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date.

5. These restricted stock units were part of an award of 25,874 restricted stock units on January 18, 2023 that vest in three equal annual installments on January 18, 2024, January 18, 2025 and January 18, 2026. The first installment vested on January 18, 2024, and these remaining restricted stock units vest in equal annual installments on January 18, 2025 and January 18, 2026. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date.

6. The restricted stock units were awarded on January 15, 2024 and vest in three equal annual installments on January 15, 2025, January 15, 2026 and January 15, 2027. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Terence W. Waldorf Attorney-in-Fact for Jon L. Richards	03/15/2024
	** 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 5 (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.