Wolford Bernie G.'s Form 4 filing
Diamond Offshore Drilling, Inc. (DO) · filed Sep 4, 2024
- Accession no.
- 0000950170-24-103519
- Filed
- Sep 4, 2024
- Trade date
- Sep 3-4, 2024
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $366.9K. It was filed 1 day after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Wolford Bernie G.CIK 0001541135 | Director, Officer (President and CEO) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 3, 2024 | Common Stock | SSaleDisposed | −26,000 | $14.11 | −$366,860 | 652,496 | Direct | |
| Sep 4, 2024 | Common Stock | DReturned to the companyDisposed | −652,496 | –F2,F3 | – | 0 | Direct | |
| Sep 4, 2024 | Common Stock | DReturned to the companyDisposed | −743,324 | –F2,F3,F4 | – | 0 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
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.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F3
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").
Referenced by the price of 2 transactions in Table I.
- F4
The reported shares of Diamond Offshore common stock represent shares issuable pursuant to performance-based restricted stock unit awards that, pursuant to the Merger Agreement, at the effective time, were accelerated and received for no consideration subject to the conditions set forth in the Merger Agreement.
Referenced by the price of 1 transaction in Table I.
- F5
Pursuant to the Merger Agreement, at the effective time, each time-vesting restricted stock unit covering shares of Diamond Offshore common stock beneficially owned by the Reporting Person vested immediately and was settled in shares of Diamond Offshore common stock and such shares received in settlement were converted automatically into the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.
Referenced by the price of 1 transaction in Table II.