Sec Form 4 Filing - Mohn Frederik Wilhelm @ Transocean Ltd. - 2023-04-21

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
Mohn Frederik Wilhelm
2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TURMSTRASSE 30
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2023
(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
Registered Shares 04/21/2023 C 34,600,147 ( 1 ) A $ 6.17 82,596,498 ( 1 ) I ( 1 ) By Perestroika (Cyprus) Ltd. ( 1 )
Registered Shares 22,148 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
2.5% Senior Guaranteed Exchangeable Bonds due 2027 $ 6.17 ( 2 ) 04/21/2023 C 08/14/2020( 2 ) 01/30/2027( 2 ) Registered Shares 34,600,147 ( 2 ) ( 3 ) ( 2 ) 0 ( 2 ) ( 3 ) I By Perestroika (Cyprus) Ltd. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mohn Frederik Wilhelm
TURMSTRASSE 30
STEINHAUSEN, V86312
X X
Signatures
/s/ Daniel Ro-Trock by Power of Attorney 04/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS. Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner of all securities owned by Perestroika AS.
( 2 )The 2.5% Senior Guaranteed Exchangeable Bonds due January 2027 (the "2.5% Exchangeable Bonds") were issued by Transocean Inc., a wholly owned subsidiary of Transocean Ltd. (the "Company"), pursuant to an Indenture dated August 14, 2020, among Transocean Inc., the Company and certain subsidiary guarantors, and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, and are exchangeable into shares of the Company at an initial exchange rate of 162.1626 Shares per $1,000 principal amount of 2.5% Exchangeable Bonds.
( 3 )On April 21, 2023, Perestroika (Cyprus) Ltd. exchanged its 2.5% Exchangeable Bonds pursuant to the terms of the Indenture referred to in footnote 2.

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