Perestroika - 21 Apr 2023 Form 4 Insider Report for Transocean Ltd. (RIG)

Role
Director, 10%+ Owner
Signature
/s/ Daniel Ro-Trock by Power of Attorney
Issuer symbol
RIG
Transactions as of
21 Apr 2023
Net transactions value
+$115,907
Form type
4
Filing time
25 Apr 2023, 19:04:19 UTC
Previous filing
25 Apr 2023
Next filing
19 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RIG Registered Shares Conversion of derivative security $213,482,907 +34,600,147 +72% $6.17 82,596,498 21 Apr 2023 By Perestroika (Cyprus) Ltd. F1

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 RIG 2.5% Senior Guaranteed Exchangeable Bonds due 2027 Conversion of derivative security $213,367,000 0 21 Apr 2023 Registered Shares 34,600,147 $6.17 By Perestroika (Cyprus) Ltd. F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are owned directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS. Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner of all securities owned by Perestroika AS.
F2 The 2.5% Senior Guaranteed Exchangeable Bonds due January 2027 (the "2.5% Exchangeable Bonds") were issued by Transocean Inc., a wholly owned subsidiary of Transocean Ltd. (the "Company"), pursuant to an Indenture dated August 14, 2020, among Transocean Inc., the Company and certain subsidiary guarantors, and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, and are exchangeable into shares of the Company at an initial exchange rate of 162.1626 Shares per $1,000 principal amount of 2.5% Exchangeable Bonds.
F3 On April 21, 2023, Perestroika (Cyprus) Ltd. exchanged its 2.5% Exchangeable Bonds pursuant to the terms of the Indenture referred to in footnote 1.

Remarks:

Perestroika (Cyprus) Ltd. is a wholly owned subsidiary of Perestroika AS. Due to Perestroika AS's designation of a member of the board of directors of the Company, Perestroika (Cyprus) Ltd. may be deemed to be a director of the Company by deputization. Perestroika AS's right to designate a member of the Company's board of directors has since terminated.