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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Units | $ 0 | 11/27/2007 | D | 7,339 | (3) | (3) | Ordinary Shares | 7,339 | $ 0 (3) | 0 | D | ||||
Deferred Units | $ 0 | 11/27/2007 | A | 5,133 | (3) | (3) | Ordinary Shares | 5,133 | $ 0 (3) | 5,133 | D | ||||
Stock Options | $ 19.86 | 11/27/2007 | D | 6,000 | (5) | 05/08/2013 | Ordinary Shares | 6,000 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 21.15 | 11/27/2007 | A | 5,635 | (5) | 05/08/2013 | Ordinary Shares | 5,635 | $ 0 (4) | 5,635 | D | ||||
Stock Options | $ 36.17 | 11/27/2007 | D | 6,000 | (5) | 05/09/2012 | Ordinary Shares | 6,000 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 38.51 | 11/27/2007 | A | 5,635 | (5) | 05/09/2012 | Ordinary Shares | 5,635 | $ 0 (4) | 5,635 | D | ||||
Stock Options | $ 49.91 | 11/27/2007 | D | 6,000 | (5) | 05/11/2011 | Ordinary Shares | 6,000 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 53.14 | 11/27/2007 | A | 5,635 | (5) | 05/11/2011 | Ordinary Shares | 5,635 | $ 0 (4) | 5,635 | D | ||||
Stock Options | $ 49.81 | 11/27/2007 | D | 4,000 | (5) | 05/11/2010 | Ordinary Shares | 4,000 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 53.04 | 11/27/2007 | A | 3,756 | (5) | 05/11/2010 | Ordinary Shares | 3,756 | $ 0 (4) | 3,756 | D | ||||
Stock Options | $ 27.88 | 11/27/2007 | D | 4,000 | (5) | 05/13/2009 | Ordinary Shares | 4,000 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 29.68 | 11/27/2007 | A | 3,756 | (5) | 05/13/2009 | Ordinary Shares | 3,756 | $ 0 (4) | 3,756 | D | ||||
Stock Options | $ 56.31 | 11/27/2007 | D | 11,672 | (5) | 05/14/2008 | Ordinary Shares | 11,672 | $ 0 (4) | 0 | D | ||||
Stock Options | $ 59.96 | 11/27/2007 | A | 10,961 | (5) | 05/14/2008 | Ordinary Shares | 10,961 | $ 0 (4) | 10,961 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCNAMARA MARTIN B 4 GREENWAY PLAZA HOUSTON, TX 77046 |
X |
Chipman Earle, by power of attorney | 11/29/2007 | |
**Signature of Reporting Person | Date |
* | 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 among Transocean Inc., Transocean Worldwide Inc. and GlobalSantaFe Corporation (the "Merger Agreement"), at the effective time of the reclassification contemplated by the Merger Agreement, each outstanding ordinary share, par value $0.01 per share, was converted into the right to receive 0.6996 new 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 transactions, and $33.03 in cash (the "Reclassification Consideration"). |
(2) | Acquired pursuant to the Merger Agreement as described in note (1). |
(3) | Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding deferred unit became fully vested and was converted into the cash portion of the Reclassification Consideration and the right to receive the share portion of the Reclassification Consideration upon leaving the board. |
(4) | Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding option to purchase Transocean ordinary shares was adjusted to be exercisable for a number of Transocean ordinary shares equal to the number of Transocean ordinary shares for which such option was exercisable immediately prior to the reclassification multiplied by 0.9392 (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 reclassification divided by 0.9392 (rounded up to the nearest whole cent). |
(5) | The stock options are fully vested. |