Sec Form 4 Filing - Perestroika @ Transocean Ltd. - 2018-01-30

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Perestroika
2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TURMSTRASSE 30
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2018
(Street)
STEINHAUSEN, V86312
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Shares 01/30/2018 A 31,096,351 A 31,096,351 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
0.5% Exchangeable Senior Bonds due 2023 ( 1 ) ( 2 ) 01/30/2018 A 01/30/2018 01/30/2023 Shares ( 1 ) ( 2 ) ( 1 ) ( 2 ) $ 355,611,000 ( 1 ) ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perestroika
TURMSTRASSE 30
STEINHAUSEN, V86312
X
Signatures
Daniel Ro-Trock By Power of Attorney 02/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the acquisition by Transocean Ltd. (the "Company") of Songa Offshore SE ("Songa Offshore"), as consideration for tendering its shares of Songa Offshore and in exchange for the transfer to the Company of the $50,000,000 shareholder loan owed by Songa Offshore to Perestroika AS ("Perestroika") and certain Songa Offshore bonds, Perestroika received 31,096,351 Shares of Transocean Ltd. ("Shares") and $355,611,000 aggregate principal amount of 0.5% Exchangeable Senior Bonds due 2023 issued by Transocean Inc., a wholly owned subsidiary of the Company, and fully and unconditionally guaranteed by the Company (the "Exchangeable Bonds").
( 2 )Perestroika's Exchangeable Bonds are exchangeable into Shares at an initial rate of 97.29756 Shares per $1,000 principal amount of Exchangeable Bonds, which initial rate is subject to adjustment in accordance with the Indenture, dated January 30, 2018, among Transocean Inc., the Company, Computershare Trust Company, N.A. and Computershare Trust Company of Canada. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023.

Remarks:
Due to Perestroika's right to designate a member of the Company's board of directors, Perestroika may be deemed to be a director of the Company by deputization.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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