4//SEC Filing
Douglas Patrice D 4
Accession 0000950170-24-103525
CIK 0000949039other
Filed
Sep 3, 8:00 PM ET
Accepted
Sep 4, 5:34 PM ET
Size
11.4 KB
Accession
0000950170-24-103525
Insider Transaction Report
Form 4
Douglas Patrice D
Director
Transactions
- Exercise/Conversion
Restricted Stock Units
2024-09-04−9,562→ 0 total→ Common Stock (9,562 underlying) - Exercise/Conversion
Restricted Stock Units
2024-09-04−6,631→ 0 total→ Common Stock (6,631 underlying)
Footnotes (5)
- [F1]This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated June 9, 2024, by and among Diamond Offshore Drilling, Inc., a Delaware corporation (the "Issuer"), Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble"), Dolphin Merger Sub 1, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 1"), and Dolphin Merger Sub 2, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 2"), under which, and upon the terms and subject to the conditions set forth therein, Merger Sub 1 merged with and into the Issuer (the "first merger"), with the Issuer surviving and becoming an indirect wholly owned subsidiary of Noble, and immediately thereafter, the Issuer, as the surviving entity in the first merger, merged with and into Merger Sub 2, with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble.
- [F2](Continued from footnote 1) Pursuant to the Merger Agreement, at the effective time of the first merger (the "effective time"), each share of common stock, par value $0.0001 per share, of the Issuer ("Diamond Offshore common stock") beneficially owned by the Reporting Person was exchanged for the right to receive the following: (a) $5.65 in cash, without interest, per share of Diamond Offshore common stock; (b) 0.2316 of validly issued, fully paid and non-assessable A ordinary shares, $0.00001 nominal value per share, of Noble ("Noble ordinary shares"); and (c) any cash in lieu of fractional Noble ordinary shares paid pursuant to the Merger Agreement (collectively, the Merger Consideration").
- [F3]Reported securities represent vested and undelivered time-vesting restricted stock units covering shares of Diamond Offshore common stock beneficially owned by the Reporting Person.
- [F4]Reported securities represent unvested time-vesting restricted stock units covering shares of Diamond Offshore common stock beneficially owned by the Reporting Person. Pursuant to the Merger Agreement, at the effective time, each unvested time-vesting restricted stock unit vested immediately.
- [F5]At the effective time, each time-vested restricted stock unit was settled in shares of Diamond Offshore common stock pursuant to the applicable Restricted Stock Unit Award Agreement, and such shares received in settlement were converted automatically into the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.
Documents
Issuer
DIAMOND OFFSHORE DRILLING, INC.
CIK 0000949039
Entity typeother
Related Parties
1- filerCIK 0001641185
Filing Metadata
- Form type
- 4
- Filed
- Sep 3, 8:00 PM ET
- Accepted
- Sep 4, 5:34 PM ET
- Size
- 11.4 KB