UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Pacific Drilling S.A.

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

L7257P205

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

SCHEDULE 13G


CUSIP No. L7257P205		Page 2 of 6 Pages

SCHEDULE 13G


CUSIP No. L7257P205		Page 3 of 6 Pages

Item 1.

(a) Name of Issuer

Pacific Drilling S.A.

(b) Address of Issuer’s Principal Executive Offices

8-10 Avenue de la Gare, L-1610 Luxembourg

Item 2.

(a) Name of Person Filing

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Abrams Capital Management, LLC

Abrams Capital Management, L.P.

David Abrams

(b) Address of Principal Business Office, or, if none, Residence

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Abrams Capital Management, LLC

Abrams Capital Management, L.P.

David Abrams

c/o Abrams Capital Management, L.P.

222 Berkeley Street, 21st Floor

Boston, MA 02116

(c) Citizenship

Abrams Capital Partners II, L.P.- Delaware

Abrams Capital, LLC- Delaware

Abrams Capital Management, LLC - Delaware

Abrams Capital Management, L.P. - Delaware

David Abrams - United States

(d) Title of Class of Securities

Common Shares, $0.01 par value per share

(d) CUSIP No.:

L7257P205

SCHEDULE 13G


CUSIP No. L7257P205		Page 4 of 6 Pages

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

SCHEDULE 13G


CUSIP No. L7257P205		Page 5 of 6 Pages

Item 4.

Ownership**

The percentages herein are calculated based upon the statement in the Issuer’s quarterly report filed on Form 10-Q for the quarter ended September 30, 2020, as filed with the SEC on November 6, 2020, that there were 75,203,391 outstanding Common Shares of the Issuer as of October 30, 2020.

(a) Amount beneficially owned

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Abrams Capital Management, LLC - 0 shares

Abrams Capital Management, L.P. - 0 shares

David Abrams - 0 shares

(b) Percent of class

Abrams Capital Partners II, L.P. – 0.00%

Abrams Capital, LLC – 0.00%

Abrams Capital Management, LLC – 0.00%

Abrams Capital Management, L.P. – 0.00%

David Abrams – 0.00%

(c) Number of shares as to which the person has voting and dispositive power:

(i) Sole power to vote or to direct the vote

Abrams Capital Partners II, L.P.- 0 shares

Abrams Capital, LLC-0 shares

Abrams Capital Management, LLC - 0 shares

Abrams Capital Management, L.P. - 0 shares

David Abrams - 0 shares

(ii) Shared power to vote or to direct the vote

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Abrams Capital Management, LLC - 0 shares

Abrams Capital Management, L.P. - 0 shares

David Abrams - 0 shares

(iii) Sole power to dispose or to direct the disposition of

Abrams Capital Partners II, L.P.- 0 shares

Abrams Capital, LLC-0 shares

Abrams Capital Management, LLC -0 shares

Abrams Capital Management, L.P. - 0 shares

David Abrams - 0 shares

(iv) Shared power to dispose or to direct the disposition of

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Abrams Capital Management, LLC - 0 shares

Abrams Capital Management, L.P. - 0 shares

David Abrams - 0 shares

Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Exhibits		Exhibit

99.1		Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2019.

SCHEDULE 13G


CUSIP No. L7257P205		Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021


ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC
Its General Partner

By:	/s/ David Abrams
	Name:	David Abrams
	Title:	Managing Member

ABRAMS CAPITAL, LLC

By:	/s/ David Abrams
	Name:	David Abrams
	Title:	Managing Member

ABRAMS CAPITAL MANAGEMENT, LLC

By:	/s/ David Abrams
	Name:	David Abrams
	Title:	Managing Member

ABRAMS CAPITAL MANAGEMENT, L.P.

By: Abrams Capital Management, LLC
Its General Partner

By:	/s/ David Abrams
	Name:	David Abrams
	Title:	Managing Member

David Abrams

By:	/s/ David Abrams
	Name:	David Abrams
	Title:	Individually

NAME OF REPORTING PERSONS

  Abrams Capital Partners II, L.P.

  Abrams Capital, LLC

  Abrams Capital Management, LLC

  Abrams Capital Management, L.P.

  David Abrams

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

  Abrams Capital Partners II, L.P.- Delaware

  Abrams Capital, LLC - Delaware

  Abrams Capital Management, LLC - Delaware

  Abrams Capital Management, L.P. - Delaware

  David Abrams - United States

PACIFIC DRILLING S.A. SC 13G/A