4//SEC Filing
BALDWIN DENNIS S 4
Accession 0001144204-19-019381
CIK 0000085408other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 7:54 PM ET
Size
9.5 KB
Accession
0001144204-19-019381
Insider Transaction Report
Form 4
BALDWIN DENNIS S
Chief Accounting Officer
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2019-04-11−44,567→ 0 total - Disposition to Issuer
Class A Ordinary Shares
2019-04-11−15,149→ 60,904 total - Disposition to Issuer
Class A Ordinary Shares
2019-04-11−16,337→ 44,567 total
Footnotes (3)
- [F1]On April 11, 2019, pursuant to the Transaction Agreement by and between Ensco plc ("Ensco") and Rowan Companies plc (the "Company" or "Rowan"), dated as of October 7, 2018, (as amended, the "Transaction Agreement"), each of the issued and outstanding Class A ordinary shares of the Company were exchanged pursuant to a court-sanctioned scheme of arrangement for 2.750 Class A ordinary shares of Ensco, each with a nominal value of $0.10.
- [F2]Pursuant to the Transaction Agreement, each outstanding Restricted Share, whether vested or unvested, was treated as an outstanding Class A ordinary share of the Company and was exchanged pursuant to a court-sanctioned scheme of arrangement for 2.750 Class A ordinary shares of Ensco.
- [F3]Pursuant to the Transaction Agreement, each outstanding restricted share unit award ("RSU Award"), whether vested or unvested, was converted on the same terms and conditions (including applicable vesting conditions) applicable to such RSU Award under the applicable Company equity plan and award agreement in effect immediately prior to the closing of the transaction ("Closing") into a restricted stock unit of Ensco covering a number of Ensco Class A ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan RSU Award immediately prior to Closing by the exchange ratio of 2.750 Class A ordinary shares of Ensco for each Rowan Class A ordinary share. There was no purchase price.
Documents
Issuer
ROWAN COMPANIES PLC
CIK 0000085408
Entity typeother
Related Parties
1- filerCIK 0001236857
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 7:54 PM ET
- Size
- 9.5 KB