Statement of Changes in Beneficial Ownership (4)
June 04 2019 - 7:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Darby Tommy
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2. Issuer Name
and
Ticker or Trading Symbol
Ensco Rowan plc
[
ESV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Controller
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(Last)
(First)
(Middle)
5847 SAN FELIPE ST., SUITE 3300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2019
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(Street)
HOUSTON, TX 77057
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares
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6/1/2019
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M
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906
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A
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(1)
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3973
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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D
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906
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D
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$8.37
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3067
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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M
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1592
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A
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(3)
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4659
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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D
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1592
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D
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$8.37
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3067
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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M
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1662
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A
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$0
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4729
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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F
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478
(4)
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D
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$8.37
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4251
(2)
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D
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Class A Ordinary Shares
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6/1/2019
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M
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828
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A
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(5)
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4894
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/1/2019
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D
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828
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D
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$8.37
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4066
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/1/2019
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M
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1266
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A
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(6)
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5332
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/1/2019
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D
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1266
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D
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$8.37
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4066
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/1/2019
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M
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1216
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A
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$0
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5282
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/1/2019
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F
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286
(7)
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D
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$8.37
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4996
(2)
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I
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Represents shares held by an immediate family member
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Class A Ordinary Shares
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6/2/2019
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F
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18
(4)
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D
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$8.37
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4233
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Share Units
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(1)
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6/1/2019
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M
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906
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(1)
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(1)
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Class A Ordinary Shares
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906.0
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$0
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1813
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D
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Restricted Share Units
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(3)
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6/1/2019
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M
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1592
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(3)
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(3)
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Class A Ordinary Shares
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1592.0
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$0
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4776
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D
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Restricted Share Units
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(8)
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6/1/2019
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M
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1662
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(8)
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(8)
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Class A Ordinary Shares
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1662.0
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$0
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6649
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D
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Restricted Share Units
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(5)
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6/3/2019
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M
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828
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(5)
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(5)
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Class A Ordinary Shares
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828.0
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$0
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1659
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I
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Represents restricted share units held by an immediate family member
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Restricted Share Units
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(6)
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6/1/2019
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M
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1266
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(6)
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(6)
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Class A Ordinary Shares
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1266.0
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$0
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3798
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I
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Represents restricted share units held by an immediate family member
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Restricted Share Units
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(9)
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6/1/2019
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M
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1216
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(9)
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(9)
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Class A Ordinary Shares
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1216.0
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$0
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4864
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I
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Represents restricted share units held by an immediate family member
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Restricted Share Units
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(10)
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6/3/2019
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A
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22950
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(11)
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(11)
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Class A Ordinary Shares
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22950.0
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$0
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22950
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D
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Restricted Share Units
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(10)
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6/3/2019
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A
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19956
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(12)
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(12)
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Class A Ordinary Shares
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19956.0
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$0
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19956
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I
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Represents restricted share units held by an immeidate family member
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Explanation of Responses:
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(1)
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On June 1, 2016, the reporting person was granted 18,135 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one Class A ordinary share of Ensco Rowan plc ("EnscoRowan") and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(2)
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On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(3)
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On June 1, 2017, the reporting person was granted 31,845 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(4)
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These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.
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(5)
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On June 1, 2016, an immediate family member of the reporting person was granted 16,585 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(6)
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On June 1, 2017, an immediate family member of the reporting person was granted 25,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(7)
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These shares were withheld upon vesting to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.
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(8)
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On June 1, 2018, the reporting person was granted 33,245 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(9)
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On June 1, 2018, an immediate family member of the reporting person was granted 24,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
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(10)
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Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. The restricted share units vest in three equal annual installments beginning on the first anniversary of the grant date.
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(11)
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On June 3, 2019, the reporting person was granted 22,950 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
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(12)
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On June 3, 2019, an immediate family member of the reporting person was granted 19,956 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Darby Tommy
5847 SAN FELIPE ST.
SUITE 3300
HOUSTON, TX 77057
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Controller
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Signatures
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/s/ Davor S. Vukadin, by Power of Attorney
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6/4/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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