0001144204-19-019383.txt : 20190411 0001144204-19-019383.hdr.sgml : 20190411 20190411195425 ACCESSION NUMBER: 0001144204-19-019383 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190411 FILED AS OF DATE: 20190411 DATE AS OF CHANGE: 20190411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burke Thomas Peter CENTRAL INDEX KEY: 0001479353 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05491 FILM NUMBER: 19744773 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES PLC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981023315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CANNON PLACE, 78 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6AF BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 4 1 tv518765_form4.xml OWNERSHIP DOCUMENT X0306 4 2019-04-11 1 0000085408 ROWAN COMPANIES PLC RDC 0001479353 Burke Thomas Peter 2800 POST OAK BLVD. SUITE 5450 HOUSTON TX 77056 1 1 0 0 President & CEO Class A Ordinary Shares 2019-04-11 4 D 0 323747 D 837448 D Class A Ordinary Shares 2019-04-11 4 D 0 837448 D 0 D Share Appreciation Right 42.21 2019-04-11 4 D 0 26742 0 D 2021-02-25 Class A Ordinary Shares 26742 78069 D Share Appreciation Right 35.47 2019-04-11 4 D 0 31410 0 D 2022-03-07 Class A Ordinary Shares 31410 46659 D Share Appreciation Right 34.35 2019-04-11 4 D 0 46659 0 D 2023-03-06 Class A Ordinary Shares 46659 0 D Share Option (right to buy) 17.585 2019-04-11 4 D 0 354946 0 D 2021-02-22 2024-02-22 Class A Ordinary Shares 354946 0 D On April 11, 2019, pursuant to the Transaction Agreement by and between Ensco plc ("Ensco") and Rowan Companies plc (the "Company" or "Rowan"), dated as of October 7, 2018, (as amended, the "Transaction Agreement"), each of the issued and outstanding Class A ordinary shares of the Company were exchanged pursuant to a court-sanctioned scheme of arrangement for 2.750 Class A ordinary shares of Ensco, each with a nominal value of $0.10. Pursuant to the Transaction Agreement, each outstanding restricted share unit award ("RSU Award"), whether vested or unvested, was converted on the same terms and conditions (including applicable vesting conditions) applicable to such RSU Award under the applicable Company equity plan and award agreement in effect immediately prior to the closing of the transaction ("Closing") into a restricted stock unit of Ensco covering a number of Ensco Class A ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan RSU Award immediately prior to Closing by the exchange ratio of 2.750 Class A ordinary shares of Ensco for each Rowan Class A ordinary share (the "Exchange Ratio"). There was no purchase price. Pursuant to the Transaction Agreement, each Rowan share appreciation right award ("SAR Award"), whether vested or unvested, was converted into an Ensco share appreciation right award on the same terms and conditions applicable to such SAR Award under the applicable Company equity plan and award agreement in effect immediately prior to Closing, with respect to a number of Ensco ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan SAR Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco ordinary share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan ordinary share of such Rowan SAR Award and (B) the Exchange Ratio. The SAR Awards are fully vested. Pursuant to the Transaction Agreement, each Rowan option award ("Option Award"), whether vested or unvested, was converted into an Ensco nonqualified stock option award on the same terms and conditions applicable to such Option Award under the applicable Company equity plan and award agreement in effect immediately prior to Closing, with respect to a number of Ensco ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan Option Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco ordinary share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan ordinary share of such Rowan Option Award and (B) the Exchange Ratio. /s/ Dennis Baldwin, Attorney-in-Fact 2019-04-11