| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DO | Common Stock | Sale | -$113K | -8K | -6.85% | $14.11 | 109K | Sep 3, 2024 | Direct | F1 |
| transaction | DO | Common Stock | Disposed to Issuer | -109K | -100% | 0 | Sep 4, 2024 | Direct | F2, F3 | ||
| transaction | DO | Common Stock | Disposed to Issuer | -177K | -100% | 0 | Sep 4, 2024 | Direct | F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DO | Restricted Stock Units | Options Exercise | -50.1K | -100% | 0 | Sep 4, 2024 | Common Stock | 50.1K | Direct | F2, F5 |
David L. Roland is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2024. |
| F2 | This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated June 9, 2024, by and among Diamond Offshore Drilling, Inc., a Delaware corporation (the "Issuer"), Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble"), Dolphin Merger Sub 1, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 1"), and Dolphin Merger Sub 2, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 2"), under which, and upon the terms and subject to the conditions set forth therein, Merger Sub 1 merged with and into the Issuer (the "first merger"), with the Issuer surviving and becoming an indirect wholly owned subsidiary of Noble, and immediately thereafter, the Issuer, as the surviving entity in the first merger, merged with and into Merger Sub 2, with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble. |
| F3 | Pursuant to the Merger Agreement, at the effective time of the first merger (the "effective time"), each share of common stock, par value $0.0001 per share, of the Issuer ("Diamond Offshore common stock") beneficially owned by the Reporting Person was exchanged for the right to receive the following: (a) $5.65 in cash, without interest, per share of Diamond Offshore common stock; (b) 0.2316 of validly issued, fully paid and non-assessable A ordinary shares, $0.00001 nominal value per share, of Noble ("Noble ordinary shares"); and (c) any cash in lieu of fractional Noble ordinary shares paid pursuant to the Merger Agreement (collectively, the Merger Consideration"). |
| F4 | The reported shares of Diamond Offshore common stock represent shares issuable pursuant to performance-based restricted stock unit awards that, pursuant to the Merger Agreement, at the effective time, were accelerated and received for no consideration subject to the conditions set forth in the Merger Agreement. |
| F5 | Pursuant to the Merger Agreement, at the effective time, each time-vesting restricted stock unit covering shares of Diamond Offshore common stock beneficially owned by the Reporting Person vested immediately and was settled in shares of Diamond Offshore common stock and such shares received in settlement were converted automatically into the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement. |