Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
TRANSOCEAN LTD. (Name of Issuer) |
Shares, $0.10 par value (Title of Class of Securities) |
H8817H100 (CUSIP Number) |
c/o Daniel Ro-Trock Turmstrasse 30, Steinhausen, V8, CH-6312 41 41 749 0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (Date of Event Which Requires Filing of This Statement) |
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 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).
SCHEDULE 13D
|
| CUSIP No. | H8817H100 |
| 1 |
Name of reporting person
Frederik W. Mohn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NORWAY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
95,418,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) See Item 3 for additional information regarding the source of funds reported in Row (4). (2) The amounts reported in Row (7) and Row (9) include (a) 22,148 Shares individually owned by Mr. Mohn and (b) 321,259 Shares issuable in relation to vested restricted share units Mr. Mohn has the right to receive based upon his service as a director of the Issuer. (3) The amounts reported in Row (8), Row (10) and Row (11) include 95,074,894 Shares owned by Perestroika (Cyprus) Ltd. (4) The percentage reported in Row (13) is based upon the 943,124,986 Shares outstanding as of July 29, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 5, 2025.
SCHEDULE 13D
|
| CUSIP No. | H8817H100 |
| 1 |
Name of reporting person
Perestroika AS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NORWAY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
95,074,894.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) See Item 3 for additional information regarding the source of funds reported in Row (4). (2) The amounts reported in Row (8), Row (10) and Row (11) include 95,074,894 Shares owned by Perestroika (Cyprus) Ltd. (3) The percentage reported in Row (13) is based upon the 943,124,986 Shares outstanding as of July 29, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 5, 2025.
SCHEDULE 13D
|
| CUSIP No. | H8817H100 |
| 1 |
Name of reporting person
Perestroika (Cyprus) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
95,074,894.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) See Item 3 for additional information regarding the source of funds reported in Row (4). (2) The percentage reported in Row (13) is based upon the 943,124,986 Shares outstanding as of July 29, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 5, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Shares, $0.10 par value | |
| (b) | Name of Issuer:
TRANSOCEAN LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
Turmstrasse 30, Steinhausen,
SWITZERLAND
, CH-6312. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (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 AS"), Perestroika (Cyprus) Ltd., a Cyprus private limited company and a wholly owned subsidiary of Perestroika AS ("Perestroika Sub" and together with Perestroika AS, "Perestroika"), with the U.S. Securities and Exchange Commission on December 19, 2022, as previously amended (the "Prior Schedule 13D"). As used herein, "Reporting Persons" 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 1 is deleted in its entirety and replaced with the following: This statement on Schedule 13D (as amended, this "Statement") relates to the shares, par value $0.10 per share (the "Shares"), of Transocean Ltd., a company organized under the laws of Switzerland (the "Issuer"). The Reporting Persons directly or indirectly hold Shares in the Issuer. The principal executive offices of the Issuer are located at Turmstrasse 30, CH-6312 Steinhausen, Switzerland. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by adding the following: On April 21, 2023, Perestroika Sub exchanged $213,367,000 aggregate principal amount of 2.5% Senior Guaranteed Exchangeable Bonds due January 2027 (the "2.5% Exchangeable Bonds") pursuant to the terms of that certain Indenture, dated as of August 14, 2020, among Transocean International Limited (formerly known as Transocean Inc.), the Issuer and certain subsidiary guarantors, and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the "Exchange Transaction"). The 2.5% Exchangeable Bonds were issued by Transocean International Limited (formerly known as Transocean Inc.), a wholly owned subsidiary of the Issuer and exchangeable into Shares at an initial exchange rate of 162.1626 Shares per $1,000 principal amount of 2.5% Exchangeable Bonds. This transaction represented a change in the form of the Reporting Persons' beneficial ownership, but did not change the overall amount of Shares beneficially owned. On September 15, 2023, in connection with the acquisition of all of the issued and outstanding equity interests in Liquila Ventures Ltd. ("Liquila"), the Issuer delivered 1,978,396 Shares valued at $15,870,000 for the equity interests of Liquila owned by Perestroika Sub. On February 27, 2024, Perestroika Sub purchased 1,000,000 Shares at a price of $4.89 per Share. On May 15, 2024, Perestroika Sub purchased 2,000,000 Shares at a price of $6.01 per Share. On August 2, 2024, Perestroika Sub purchased 2,000,000 Shares at a price of $5.23 per Share. On September 12, 2024, Perestroika Sub purchased 1,500,000 Shares at a price of $4.13 per Share. On September 26, 2025, Perestroika Sub purchased 4,000,000 shares at the public offering price of $3.05 per share in connection with a registered public offering of securities by the Issuer, as described in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission on September 26, 2025. Each of these purchases was made using cash from Perestroika's ongoing operations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is deleted in its entirety and replaced with the following: The aggregate number and percentage of Shares (including Shares issued upon the Exchange Transaction) beneficially owned by the Reporting Persons are as follows (based upon the 943,124,986 Shares outstanding as of July 29, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 5, 2025): (i) Mr. Mohn beneficially owns 95,418,301 Shares, or approximately 10.1%. (ii) Perestroika AS beneficially owns 95,074,894 Shares, or approximately 10.1%; and (iii) Perestroika Sub beneficially owns 95,074,894 Shares, or approximately 10.1%. | |
| (b) | Mr. Mohn has: (i) sole power to vote or direct the vote of 343,407 Shares; (ii) shared power to vote or direct the vote of 95,074,894 Shares; (iii) sole power to dispose or direct the disposition of 343,407 Shares; and (iv) shared power to dispose or direct the disposition of 95,074,894 Shares. Perestroika AS has: (i) sole power to vote or direct the vote of 0 Shares; (ii) shared power to vote or direct the vote of 95,074,894 Shares; (iii) sole power to dispose or direct the disposition of 0 Shares; and (iv) shared power to dispose or direct the disposition of 95,074,894 Shares. Perestroika Sub has: (i) sole power to vote or direct the vote of 0 Shares; (ii) shared power to vote or direct the vote of 95,074,894 Shares; (iii) sole power to dispose or direct the disposition of 0 Shares; and (iv) shared power to dispose or direct the disposition of 95,074,894 Shares. | |
| (c) | Except as described in Item 3 above, 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 owed by the Reporting Persons. | |
| (e) | Not applicable. | |
| 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.
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