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