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