R&B FALCON CORP 4/A
4/A · R&B FALCON CORP · Filed Mar 12, 2001
Insider Transaction Report
Form 4
Fresne, Donald C.
Other
Transactions
- Other
Stock Options
2001-01-31+17,700Exercise: $6.25→ Common Stock (17,700 underlying) - Other
Stock Options
2001-01-31+43,000Exercise: $7.03→ Common Stock (43,000 underlying)
Footnotes (6)
- [1]These shares, which include shares awarded to the reporting person as director's compensation, were owned by Chemical Investments, Inc. ("CII"). A portion of the amount shown was deemed attributable to the reporting person because the reporting person was a general partner of the predecessor to JPMP Master Fund Manager, L.P. ("MF Manager"), the investment manager of CII. Transocean Sedco Forex Inc. acquired the Issuer on January 31, 2001. In connection therewith, each holder of the common stock of the Issuer received one half share of the ordinary shares of Transocean Sedco Forex for every share of the common stock of the Issuer owned by the shareholder. Each warrant and option of the Issuer became exercisable for .5 of the ordinary shares of Transocean Sedco Forex at one-half the exercise price shown in column 2 of Table II. The reporting person disclaims any pecuniary interest in the shares owned by CII or in the proceeds therefrom.
- [2]The amounts shown represent the beneficial ownership of the Issuer's preferred stock by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), as successor, by merger, to Chase Equity Associates, L.P. The shares of preferred stock shown, plus additional preferred shares issued as a payable-in-kind dividend, were redeemed by the Issuer in December 2000 for approximately $1,300 per share. MF Manager is the general partner of JPM BHCA. The actual pro rata portion of JPM BHCA"s beneficial ownership that may be deemed attributable to the reporting person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within MF Manager and JPM BHCA. The reporting person disclaims beneficial ownership of the securities owned by JPM BHCA and the proceeds therefrom to the extent it exceeds such person's pecuniary interest in MF Manager.
- [3]See last two sentences of footnote 1 above.
- [4]One-third of the options vested on October 7, 1999; an additional one-third vested on April 7, 2000 and the remaining one-third vested shortly prior to the acquisition referred to in footnote 1 above.
- [5]One-third of the options vested on November 19, 1999; an additional one-third vested on May 19, 2000 and the remaining one-third vested shortly prior to the acquisition referred to in footnote 1 above.
- [6]Award of stock options pursuant to the Company's 1999 Director Stock Option Plan, which was approved by the Company's stockholders at the Annual Meeting of Stockholders on May 19, 1999. The reporting person was obligated to exercise the options at the request of, and to transfer any shares issued under the stock options to, CII. /s/ Arnold L. Chavkin 03/12/01 - --------------------------------------------- ----------------------- Arnold L. Chavkin Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. -----END PRIVACY-ENHANCED MESSAGE-----