| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DO | Common Stock | Disposed to Issuer | -87.5K | -100% | 0 | Sep 4, 2024 | Direct | F1, F2 |
| 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 | -45.9K | -100% | 0 | Sep 4, 2024 | Common Stock | 45.9K | Direct | F1, F3 | |||
| transaction | DO | Performance Stock Units | Options Exercise | -166K | -100% | 0 | Sep 4, 2024 | Common Stock | 129K | Direct | F1, F4 |
Jon L. Richards is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Reported securities represent time-vesting restricted stock units granted to the Reporting Person pursuant to the Diamond Offshore Drilling, Inc. 2021 Long-Term and represent the right to receive, upon vesting, shares of Diamond Offshore common stock. Pursuant to the Merger Agreement, at the effective time, the time-vesting restricted stock units ceased to represent a right to receive shares of Diamon Offshore common stock and were converted into time-vesting restricted stock units representing the right to receive, upon vesting, Noble ordinary shares upon the terms and subject to the conditions set forth in the Merger Agreement. |
| F4 | Reported securities represent performance-vesting restricted stock units granted to the Reporting Person pursuant to the Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan and represent the right to receive, upon vesting, shares of Diamond Offshore common stock. Pursuant to the Merger Agreement, at the effective time, the performance-vesting restricted stock units ceased to represent a right to receive shares of Diamon Offshore common stock and were converted into time-vesting restricted stock units representing the right to receive, upon vesting, Noble ordinary shares upon the terms and subject to the conditions set forth in the Merger Agreement. |