4//SEC Filing
Burke Thomas Peter 4
Accession 0001144204-19-019383
CIK 0000085408other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 7:54 PM ET
Size
18.2 KB
Accession
0001144204-19-019383
Insider Transaction Report
Form 4
Burke Thomas Peter
CEO & President, LeTourneau
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2019-04-11−837,448→ 0 total - Disposition to Issuer
Share Appreciation Right
2019-04-11−31,410→ 46,659 totalExercise: $35.47Exp: 2022-03-07→ Class A Ordinary Shares (31,410 underlying) - Disposition to Issuer
Share Option (right to buy)
2019-04-11−354,946→ 0 totalExercise: $17.59From: 2021-02-22Exp: 2024-02-22→ Class A Ordinary Shares (354,946 underlying) - Disposition to Issuer
Share Appreciation Right
2019-04-11−26,742→ 78,069 totalExercise: $42.21Exp: 2021-02-25→ Class A Ordinary Shares (26,742 underlying) - Disposition to Issuer
Class A Ordinary Shares
2019-04-11−323,747→ 837,448 total - Disposition to Issuer
Share Appreciation Right
2019-04-11−46,659→ 0 totalExercise: $34.35Exp: 2023-03-06→ Class A Ordinary Shares (46,659 underlying)
Footnotes (5)
- [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 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 (the "Exchange Ratio"). There was no purchase price.
- [F3]Pursuant to the Transaction Agreement, each Rowan share appreciation right award ("SAR Award"), whether vested or unvested, was converted into an Ensco share appreciation right award on the same terms and conditions applicable to such SAR Award under the applicable Company equity plan and award agreement in effect immediately prior to Closing, with respect to a number of Ensco ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan SAR Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco ordinary share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan ordinary share of such Rowan SAR Award and (B) the Exchange Ratio.
- [F4]The SAR Awards are fully vested.
- [F5]Pursuant to the Transaction Agreement, each Rowan option award ("Option Award"), whether vested or unvested, was converted into an Ensco nonqualified stock option award on the same terms and conditions applicable to such Option Award under the applicable Company equity plan and award agreement in effect immediately prior to Closing, with respect to a number of Ensco ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan Option Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco ordinary share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan ordinary share of such Rowan Option Award and (B) the Exchange Ratio.
Documents
Issuer
ROWAN COMPANIES PLC
CIK 0000085408
Entity typeother
Related Parties
1- filerCIK 0001479353
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 7:54 PM ET
- Size
- 18.2 KB