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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 | ||||||||
Stock Options | $ 18.16 (2) | 11/27/2007 | A | 2,117 | 11/27/2007(2) | 02/23/2009 | Ordinary Shares | 2,117 | $ 0 (2) | 2,117 | D | ||||
Stock Options | $ 60.51 (2) | 11/27/2007 | A | 1,270 | 11/27/2007(2) | 05/11/2010 | Ordinary Shares | 1,270 | $ 0 (2) | 1,270 | D | ||||
Stock Options | $ 64.64 (2) | 11/27/2007 | A | 3,387 | 11/27/2007(2) | 05/17/2011 | Ordinary Shares | 3,387 | $ 0 (2) | 3,387 | D | ||||
Stock Options | $ 38.2 (2) | 11/27/2007 | A | 3,820 | 11/27/2007(2) | 06/09/2014 | Ordinary Shares | 3,820 | $ 0 (2) | 3,820 | D | ||||
Stock Options | $ 59.24 (2) | 11/27/2007 | A | 3,820 | 11/27/2007(2) | 06/07/2015 | Ordinary Shares | 3,820 | $ 0 (2) | 3,820 | D | ||||
Stock Appreciation Rights | $ 90.28 | 11/27/2007 | A | 3,820 | 11/27/2007(3) | 05/23/2016 | Ordinary Shares | 3,820 | $ 0 (3) | 3,820 | D | ||||
Stock Appreciation Rights | $ 107.64 | 11/27/2007 | A | 3,820 | 11/27/2007(3) | 06/07/2017 | Ordinary Shares | 3,820 | $ 0 (3) | 3,820 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHITMIRE JOHN L 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 (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). |