Dominic A. Savarino - Sep 4, 2024 Form 4 Insider Report for DIAMOND OFFSHORE DRILLING, INC. (DO)

Role: Senior Vice President and CFO
Signature: /s/ Terence W. Waldorf Attorney-in-Fact for, as Attorney-in-Fact for Dominic A. Savarino
Stock symbol: DO
Transactions as of: Sep 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 9/4/2024, 05:34 PM
Previous filing: Jul 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DO	Common Stock	Disposed to Issuer		-72.5K	-100%		0	Sep 4, 2024	Direct	F1, F2
transaction	DO	Common Stock	Disposed to Issuer		-252K	-100%		0	Sep 4, 2024	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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		-72K	-100%		0	Sep 4, 2024	Common Stock	72K		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dominic A. Savarino is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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").
F3	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.
F4	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.