4//SEC Filing
Quintero Alan 4
Accession 0000085408-18-000126
CIK 0000085408other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 5:14 PM ET
Size
6.8 KB
Accession
0000085408-18-000126
Insider Transaction Report
Form 4
Quintero Alan
SVP - Business Development
Transactions
- Tax Payment
Class A Ordinary Shares
2018-12-18$8.96/sh−9,393$84,208→ 32,737 total
Footnotes (5)
- [F1]On December 18, 2018, the compensation committee (the "Committee") of the board of directors of the Issuer considered the potential adverse tax consequences to the Issuer and to certain of the executive officers of the Company, including Mr. Quintero (collectively, the "Impacted Officers"), under Sections 280G and 4999 of the U.S. Internal Revenue Code, as amended, resulting from the treatment of potential payments that may be made pursuant to the Change in Control Agreement between the Issuer and each of the Impacted Officers in connection with the merger contemplated by the Transaction Agreement, dated as of October 7, 2018, between the Issuer and Ensco plc.
- [F2]In order to mitigate the potential adverse tax consequences, the Committee has converted all outstanding restricted share units previously awarded to Mr. Quintero under the Issuer's Amended and Restated 2013 Rowan Companies plc Incentive Plan (each, a "RSU Award") to restricted shares (the "Restricted Shares"). Each such Restricted Share will vest in accordance, and subject to, the terms and conditions of the underlying RSU Award from which it was converted.
- [F3]In order to satisfy certain tax liabilities of Mr. Quintero in connection with his election under Section 83(b) of the Code with respect to the acquisition of the Restricted Shares, the Committee accelerated the vesting of and withheld Restricted Shares with a fair market value equal to the employment and income tax liability imposed on such Restricted Shares.
- [F4]Sales price is the fair market value on December 18, 2018.
- [F5]Includes 29,171 Restricted Shares held by the reporting person.
Documents
Issuer
ROWAN COMPANIES PLC
CIK 0000085408
Entity typeother
Related Parties
1- filerCIK 0001396028
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 5:14 PM ET
- Size
- 6.8 KB