Edgar Filing: TRANSOCEAN INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARSHALL JON A

2. Issuer Name and Ticker or Trading Symbol
TRANSOCEAN INC [RIG]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & COO

(Last)

(First)

(Middle)

4 GREENWAY PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2007

(Street)

HOUSTON, TX 77046

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	11/27/2007		A		114,477	A	⁽¹⁾	114,477	D
Ordinary Shares	11/27/2007		F		15,156	D	⁽¹⁾ ⁽⁴⁾	99,321	D
Ordinary Shares	11/27/2007		A		2,644	D	⁽¹⁾	2,644	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 38.84 ⁽²⁾

11/27/2007

127,359

11/27/2007⁽²⁾

01/02/2014

Ordinary Shares

127,359

$ 0 ⁽²⁾

127,359

Stock Option

$ 39.3 ⁽²⁾

11/27/2007

2,544

11/27/2007⁽²⁾

01/21/2013

Ordinary Shares

2,544

$ 0 ⁽²⁾

2,544

Stock Option

$ 46.88 ⁽²⁾

11/27/2007

55,719

11/27/2007⁽²⁾

03/04/2012

Ordinary Shares

55,719

$ 0 ⁽²⁾

55,716

Stock Option

$ 58.86

11/27/2007

36,933

11/27/2007⁽²⁾

02/28/2015

Ordinary Shares

36,933

$ 0 ⁽²⁾

36,933

Stock Option

$ 58.89 ⁽²⁾

11/27/2007

21,173

11/27/2007⁽²⁾

02/10/2008

Ordinary Shares

21,173

$ 0 ⁽²⁾

21,173

Stock Option

$ 59.77 ⁽²⁾

11/27/2007

21,173

11/27/2007⁽²⁾

05/05/2008

Ordinary Shares

21,173

$ 0 ⁽²⁾

21,173

Stock Option

$ 69.56 ⁽²⁾

11/27/2007

59,286

11/27/2007⁽²⁾

02/27/2011

Ordinary Shares

59,286

$ 0 ⁽²⁾

59,286

Stock Appreciation Rights

$ 77.74 ⁽³⁾

11/27/2007

76,670

11/27/2007⁽³⁾

01/03/2016

Ordinary Shares

76,670

$ 0 ⁽³⁾

76,670

Stock Appreciation Rights

$ 96.17 ⁽³⁾

11/27/2007

82,784

11/27/2007⁽³⁾

12/07/2016

Ordinary Shares

82,784

$ 0 ⁽³⁾

82,784

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARSHALL JON A 4 GREENWAY PLAZA HOUSTON, TX 77046	X		President & COO

Signatures

Chipman Earle, by power of attorney		11/29/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Pursuant to the Agreement and Plan of Merger dated July 21, 2007 (the "Merger Agreement") among Transocean Inc., Transocean Worldwide Inc. and GlobalSantaFe Corporation ("GlobalSantaFe"), at the effective time of the merger contemplated by the Merger Agreement, each outstanding ordinary share, par value $0.01 per share, of GlobalSantaFe was converted into the right to receive 0.4757 ordinary shares of Transocean, having a market value of $129.39 per share as of the close of trading on the trading day immediately preceding the effective time of the merger, and $22.46 in cash.
(2)	Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe ordinary shares was assumed by Transocean and became fully vested and exercisable for a number of Transocean ordinary shares equal to the number of GlobalSantaFe ordinary shares for which such option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).
(3)	Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding GlobalSantaFe stock-settled appreciation right ("SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean ordinary shares equal to the number of GlobalSantaFe ordinary shares for which such SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).
(4)	Shares automatically withheld upon vesting to satisfy tax withholding obligations.

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