FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Edwards Marc Gerard Rex
2. Issuer Name and Ticker or Trading Symbol

DIAMOND OFFSHORE DRILLING, INC. [ DO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and C.E.O.
(Last)          (First)          (Middle)

15415 KATY FREEWAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2018
(Street)

HOUSTON, TX 77094
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/8/2018     A    112438   (1) A   (2) 145156   D    
Common Stock   2/8/2018     F    34173   D $14.92   110983   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The reported shares of common stock represent (i) shares issuable pursuant to performance stock units awarded on April 1, 2015 and (ii) dividend equivalent rights that accrued in respect of such performance stock units as a result of payment of cash dividends, in the form of additional performance stock units. All such performance stock units vested on February 8, 2018 upon determination of the level of attainment of the performance goals following the performance period and the number of performance stock units eligible to vest. The shares of common stock are deliverable by the company to the reporting person within two and one-half months following the end of the performance period ended December 31, 2017.
(2)  The shares were received for no consideration upon the satisfaction of performance criteria underlying the award of performance stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Edwards Marc Gerard Rex
15415 KATY FREEWAY
SUITE 100
HOUSTON, TX 77094
X
President and C.E.O.

Signatures
/s/ Terence W. Waldorf Attorney-in-Fact for Marc Edwards 2/12/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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