4//SEC Filing
PILENKO THIERRY 4
Accession 0001144204-19-019390
CIK 0000085408other
Filed
Apr 10, 8:00 PM ET
Accepted
Apr 11, 7:54 PM ET
Size
8.6 KB
Accession
0001144204-19-019390
Insider Transaction Report
Form 4
PILENKO THIERRY
Director
Transactions
- Disposition to Issuer
Restricted Share Units
2019-04-11−28,191→ 0 total→ Class A Ordinary Shares (28,191 underlying) - Disposition to Issuer
Class A Ordinary Shares
2019-04-11−1,000→ 0 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]Each restricted share unit represents a contingent right to receive cash, one Class A Ordinary Share of the Company, or a combination thereof, at the discretion of the compensation committee of the Rowan Board of Directors.
- [F3]Pursuant to the Transaction Agreement, each outstanding restricted share unit award granted to a non-employee member of Rowan's Board of Directors ("DU Award"), whether vested or unvested, was converted on the same terms and conditions (including applicable vesting conditions) applicable to such DU 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 DU 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 0001282307
Filing Metadata
- Form type
- 4
- Filed
- Apr 10, 8:00 PM ET
- Accepted
- Apr 11, 7:54 PM ET
- Size
- 8.6 KB