Sec Form 3 Filing - TRANSOCEAN INC @ Nauticus Robotics, Inc. - 2022-09-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
TRANSOCEAN INC
2. Issuer Name and Ticker or Trading Symbol
Nauticus Robotics, Inc. [ KITT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
36C DR. ROYS DRIVE, BERMUDA HOUSE, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2022
(Street)
GRAND CAYMAN, E9KY1-1003
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
Common Stock, par value U.S. $0.0001( 1 ) 11,159,695( 1 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRANSOCEAN INC
36C DR. ROYS DRI VE
BERMUDA HOUSE, 4TH FLOOR
GRAND CAYMAN, E9KY1-1003
X
Signatures
/s/ Daniel Ro-Trock, Assistant Secretary 09/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (i) 8,329,492 shares of Common Stock that the Reporting Person received following the completion of the business combination on September 9. 2022 pursuant to that certain Merger Agreement, dated as of December 16, 2021, as amended on January 30, 2022 and June 6, 2022, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, solely in his capacity as the stockholder representative (the "Merger Agreement"), as merger consideration, (ii) 2,080,203 additional shares of Common Stock that the Reporting Person has the right to receive if, on or before September 9, 2027, the Common Stock meets or exceeds certain target prices as set forth in the Merger Agreement, and (iii) 750,000 shares purchased by the Reporting Person pursuant to subscription agreements that were entered into during a private placement which was consummated concurrently with the business combination.

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