If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e),
240.13d–1(f) or 240.13d–1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. H8817H100
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1
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Names of Reporting Persons
Frederik W. Mohn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO(1)
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
Norway
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7
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Sole Voting Power
43,856(2)
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8
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Shared Voting Power
67,696,498(2)
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9
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Sole Dispositive Power
43,856(2)
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10
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Shared Dispositive Power
67,696,498(2)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
67,740,354(2)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
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13
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Percent of Class Represented by Amount in Row 11
Approximately 10.4%(3)
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14
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Type of Reporting Person (See Instructions)
IN
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(1)
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See Item 3 for additional information.
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(2)
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Consists of (a) 22,148 Shares and 18,000 Shares issuable upon
the exchange of $185,000 aggregate principal amount of 0.5% Exchangeable Bonds (which are exchangeable into Shares at the applicable
initial exchange rate), in each case individually owned by Mr. Mohn, (b) 2,054 Shares and 1,654 Shares issuable upon the exchange
of $17,000 aggregate principal amount of 0.5% Exchangeable Bonds (which are exchangeable into Shares at the applicable initial
exchange rate), in each case individually owned by Mr. Mohn’s spouse, and (c) 33,096,351 Shares and 34,600,147 Shares issuable
upon exchange of $213,367,000 aggregate principal amount of 2.5% Exchangeable Bonds (which are exchangeable into Shares at
the applicable initial exchange rate), in each case held directly by Perestroika (Cyprus) Ltd.
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(3)
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The percentage is based upon the 614,612,545 Shares outstanding as of July 23, 2020 as disclosed by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020.
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CUSIP No. H8817H100
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1
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Names of Reporting Persons
Perestroika AS
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO(1)
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
Norway
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7
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Sole Voting Power
0
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8
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Shared Voting Power
67,696,498(2)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
67,696,498(2)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
67,696,498 (2)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13
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Percent of Class Represented by Amount in Row 11
Approximately 10.4%(3)
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14
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Type of Reporting Person (See Instructions)
CO
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(1)
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See Item 3 for additional information.
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(2)
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Consists of 33,096,351 Shares and
34,600,147 Shares issuable upon exchange of $213,367,000 aggregate principal amount of 2.5% Exchangeable Bonds (which are
exchangeable into Shares at the applicable initial exchange rate), in each case owned by Perestroika (Cyprus) Ltd.
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(3)
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The percentage is based upon the 614,612,545 Shares outstanding as of July 23, 2020 as disclosed by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020.
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CUSIP No. H8817H100
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1
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Names of Reporting Persons
Perestroika (Cyprus) Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO(1)
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6
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Citizenship or Place of Organization
Cyprus
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7
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Sole Voting Power
0
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8
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Shared Voting Power
67,696,498(2)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
67,696,498(2)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
67,696,498 (2)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
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13
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Percent of Class Represented by Amount in Row 11
Approximately 10.4%(3)
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14
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Type of Reporting Person (See Instructions)
CO
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(1)
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See Item 3 for additional information.
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(2)
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Consists of 33,096,351 Shares and 34,600,147 Shares issuable
upon exchange of $213,367,000 aggregate principal amount of 2.5% Exchangeable Bonds (which are exchangeable into Shares at
the applicable initial exchange rate).
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(3)
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The percentage is based upon the 614,612,545 Shares outstanding as of July 23, 2020 as disclosed by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020.
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This Amendment No. 4 to Schedule 13D (this
“Amendment”) relates to the shares, par value CHF 0.10 per share (the “Shares”), of Transocean
Ltd., a company organized under the laws of Switzerland (the “Issuer”). This Amendment amends the statement
on Schedule 13D previously jointly filed by Frederik W. Mohn (“Mr. Mohn”), Perestroika AS, a Norwegian private
limited company, Perestroika (Cyprus) Ltd., a Cyprus private limited company and a wholly owned subsidiary of Perestroika (“Perestroika
Sub”), with the Securities and Exchange Commission on September 4, 2018, as previously amended (the “Prior Schedule
13D”). As used herein, “Perestroika” refers to Mr. Mohn, Perestroika AS and Perestroika Sub. Unless set forth
in this Amendment, all Items are unchanged from the Prior Schedule 13D. Capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Prior Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Prior Schedule 13D is hereby
amended and supplemented by adding the following at the end thereof:
2.5% Senior Guaranteed Exchangeable
Bonds
On August 14, 2020, the
Issuer, Transocean Inc. (“TINC”), a wholly-owned subsidiary of the Issuer, certain subsidiary guarantors and
Wells Fargo Bank, National Association entered into an Indenture (the “Indenture”). The Indenture governs the
terms of the $237,933,000 aggregate principal amount of 2.5% Senior Guaranteed Exchangeable Bonds due 2027 (the “2.5%
Exchangeable Bonds”) Perestroika received in exchange (the "Exchange") for $355,611,000 of TINC’s existing
0.5% Exchangeable Senior Bonds due 2023 (the “0.5% Exchangeable Bonds”). The 2.5% Exchangeable Bonds are exchangeable
into Shares at an initial exchange rate of 162.1626 Shares per $1,000 principal amount of 2.5% Exchangeable Bonds.
The
New Exchangeable Bonds and Transocean’s Shares issuable upon exchange of the 2.5% Exchangeable Bonds have not been
registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold
without registration under, or an applicable exemption from, the registration requirements.
The description above
does not purport to be complete and is qualified in its entirety by the Indenture.
Amendment to Registration Rights
Agreement
On August 14,
2020, in connection with the Exchange, Perestroika Sub entered into an amendment with the Issuer and TINC to its existing
registration rights agreement, dated January 30, 2018, to reflect, among other things, that the shares issuable upon exchange
of the 2.5% Exchangeable Bonds will be subject to registration rights.
The description above
does not purport to be complete and is qualified in its entirety by the Amendment to Registration Rights Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced
with the following:
(a) The aggregate number and
percentage of Shares (including Shares issuable upon the exchange of the 0.5% Exchangeable Bonds and the 2.5% Exchangeable
Bonds at the applicable initial exchange rate) beneficially owned by the Reporting Persons are as follows (based upon 614,612,545 Shares
outstanding as of July 23, 2020 as disclosed by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on July 31, 2020):
(i) Mr. Mohn beneficially owns
67,740,354 Shares, or approximately 10.4%.
(ii) Perestroika AS and Perestroika
Sub each beneficially own 67,696,498 Shares, or approximately 10.4%.
(b)
Mr. Mohn has:
(i) sole power to vote or direct
the vote of 43,856 Shares;
(ii) shared power to vote or
direct the vote of 67,696,498 Shares;
(iii) sole power to dispose or
direct the disposition of 43,856 Shares; and
(iv) shared power to dispose
or direct the disposition of 67,696,498 Shares.
Perestroika AS and Perestroika Sub each
have:
(i) sole power to vote or direct
the vote of 0 Shares;
(ii) shared power to vote or
direct the vote of 67,696,498 Shares;
(iii) sole power to dispose or
direct the disposition of 0 Shares; and
(iv) shared power to dispose
or direct the disposition of 67,696,498 Shares.
(c) Except as described in Item 3 of the
Prior Schedule 13D as amended by this Amendment, there have been no reportable transactions with respect to the Shares within the
last 60 days by the Reporting Persons.
(d) Except as set forth herein, no other
person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, Shares and Exchangeable Bonds beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is
incorporated by reference in its entirety into this Item 6.
Item 7. Materials to be Filed as Exhibits
4.1
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Indenture, dated as of August 14, 2020 by and among Transocean Inc., the guarantors and Wells Fargo Bank, National Association
filed as Exhibit 4.1 to Transocean’s Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on August
14, 2020.
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4.2
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Amendment to Registration Rights Agreement, dated as of August 14, 2020, by and among Transocean Ltd., Transocean Inc. and the
holders filed as Exhibit 4.2 to Transocean’s Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed
on August 14, 2020.
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: August 18, 2020
FREDERIK W. MOHN
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/s/ Frederik W. Mohn
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PERESTROIKA AS
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By:
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/s/ Frederik W. Mohn
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Name: Frederik W. Mohn
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Title: Chairman and Sole Director
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PERESTROIKA (CYPRUS) LTD.
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By:
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/s/ Frederik W. Mohn
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Name: Frederik W. Mohn
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Title: Director
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