PILENKO THIERRY 4
4 · Ensco Rowan plc · Filed Apr 11, 2019
Insider Transaction Report
Form 4
PILENKO THIERRY
Director
Transactions
- Award
Restricted Share Units
2019-04-11+19,381→ 19,381 total→ Class A Ordinary Shares (19,381 underlying) - Award
Class A Ordinary Shares
2019-04-11+687→ 687 total
Footnotes (2)
- [F1]Pursuant to the Transaction Agreement, dated as of October 7, 2019, between Ensco plc ("Ensco") and Rowan Companies plc ("Rowan"), Ensco acquired the entire issued and to be issued share capital of Rowan on April 11, 2019 (the "Transaction"). At the effective time of the Transaction, each Class A ordinary share of Rowan issued and outstanding immediately prior to such time was converted into the right to receive 2.750 shares of Ensco's Class A ordinary shares. Immediately following the effective time of the Transaction, Ensco effected a consolidation whereby every four existing Class A ordinary shares of Ensco were consolidated into one Class A ordinary share of Ensco, and Ensco changed its name to "Ensco Rowan plc." On the trading day immediately prior to the effective time of the Transaction, the closing price of Ensco was $3.97 per share, and the closing price of Rowan was $10.93 per share.
- [F2]Represents Ensco restricted share units received by the reporting person at the effective time of the Transaction in exchange for his restricted share units to acquire 28,191 Class A ordinary shares of Rowan. Each restricted share unit represents a contingent right to receive cash, one Class A Ordinary Share of Ensco, or a combination thereof, at the discretion of the compensation committee of the Board of Directors of Ensco.