0001144204-19-019393.txt : 20190411
0001144204-19-019393.hdr.sgml : 20190411
20190411195427
ACCESSION NUMBER: 0001144204-19-019393
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: SZEWS CHARLES L
CENTRAL INDEX KEY: 0001230604
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05491
FILM NUMBER: 19744777
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
tv518776_form4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-04-11
1
0000085408
ROWAN COMPANIES PLC
RDC
0001230604
SZEWS CHARLES L
2800 POST OAK BLVD.
SUITE 5450
HOUSTON
TX
77056
1
0
0
0
Class A Ordinary Shares
2019-04-11
4
D
0
24658
D
0
D
Restricted Share Units
2019-04-11
4
D
0
11018
0
D
Class A Ordinary Shares
11018
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.
Each restricted share unit represents a contingent right to receive cash, one Class A Ordinary Share of the Company, or a combination thereof, at the discretion of the compensation committee of the Rowan Board of Directors.
Pursuant to the Transaction Agreement, each outstanding restricted share unit award granted to a non-employee member of Rowan's Board of Directors ("DU Award"), whether vested or unvested, was converted on the same terms and conditions (including applicable vesting conditions) applicable to such DU 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 DU 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. There was no purchase price.
/s/ Dennis Baldwin, Attorney-in-Fact
2019-04-11