Sec Form 4 Filing - Darby Tommy @ Ensco Rowan plc - 2019-06-01

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
Darby Tommy
2. Issuer Name and Ticker or Trading Symbol
Ensco Rowan plc [ ESV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Controller
(Last) (First) (Middle)
5847 SAN FELIPE ST., SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2019
(Street)
HOUSTON, TX77057
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
Class A Ordinary Shares 06/01/2019 M 906 A 3,973 ( 2 ) D
Class A Ordinary Shares 06/01/2019 D 906 D $ 8.37 3,067 ( 2 ) D
Class A Ordinary Shares 06/01/2019 M 1,592 A 4,659 ( 2 ) D
Class A Ordinary Shares 06/01/2019 D 1,592 D $ 8.37 3,067 ( 2 ) D
Class A Ordinary Shares 06/01/2019 M 1,662 A $ 0 4,729 ( 2 ) D
Class A Ordinary Shares 06/01/2019 F 478 ( 4 ) D $ 8.37 4,251 ( 2 ) D
Class A Ordinary Shares 06/01/2019 M 828 A 4,894 ( 2 ) I Represents shares held by an immedi ate family member
Class A Ordinary Shares 06/01/2019 D 828 D $ 8.37 4,066 ( 2 ) I Represents shares held by an immediate family member
Class A Ordinary Shares 06/01/2019 M 1,266 A 5,332 ( 2 ) I Represents shares held by an immediate family member
Class A Ordinary Shares 06/01/2019 D 1,266 D $ 8.37 4,066 ( 2 ) I Represents shares held by an immediate family member
Class A Ordinary Shares 06/01/2019 M 1,216 A $ 0 5,282 ( 2 ) I Represents shares held by an immediate family member
Class A Ordinary Shares 06/01/2019 F 286 ( 7 ) D $ 8.37 4,996 ( 2 ) I Represents shares held by an immediate family member
Class A Ordinary Shares 06/02/2019 F 18 ( 4 ) D $ 8.37 4,233 ( 2 ) 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
Restricted Share Units ( 1 ) 06/01/2019 M 906 ( 1 ) ( 1 ) Class A Ordinary Shares 906 $ 0 1,813 D
Restricted Share Units ( 3 ) 06/01/2019 M 1,592 ( 3 ) ( 3 ) Class A Ordinary Shares 1,592 $ 0 4,776 D
Restricted Share Units ( 8 ) 06/01/2019 M 1,662 ( 8 ) ( 8 ) Class A Ordinary Shares 1,662 $ 0 6,649 D
Restricted Share Units ( 5 ) 06/03/2019 M 828 ( 5 ) ( 5 ) Class A Ordinary Shares 828 $ 0 1,659 I Represents restricted share units held by an immediate family member
Restricted Share Units ( 6 ) 06/01/2019 M 1,266 ( 6 ) ( 6 ) Class A Ordinary Shares 1,266 $ 0 3,798 I Represents restricted share units held by an immediate family member
Restricted Share Units ( 9 ) 06/01/2019 M 1,216 ( 9 ) ( 9 ) Class A Ordinary Shares 1,216 $ 0 4,864 I Represents restricted share units held by an immediate family member
Restricted Share Units ( 10 ) 06/03/2019 A 22,950 ( 11 ) ( 11 ) Class A Ordinary Shares 22,950 $ 0 22,950 D
Restricted Share Units ( 10 ) 06/03/2019 A 19,956 ( 12 ) ( 12 ) Class A Ordinary Shares 19,956 $ 0 19,956 I Represents restricted share units held by an immeidate family member
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Darby Tommy
5847 SAN FELIPE ST.
SUITE 3300
HOUSTON, TX77057
Controller
Signatures
/s/ Davor S. Vukadin, by Power of Attorney 06/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 1, 2016, the reporting person was granted 18,135 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one Class A ordinary share of Ensco Rowan plc ("EnscoRowan") and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 2 )On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 3 )On June 1, 2017, the reporting person was granted 31,845 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 4 )These shares were withheld upon vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.
( 5 )On June 1, 2016, an immediate family member of the reporting person was granted 16,585 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 6 )On June 1, 2017, an immediate family member of the reporting person was granted 25,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share and is settled in cash upon vesting. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 7 )These shares were withheld upon vesting to satisfy tax withholding obligations that arose upon such vesting, which will be paid by the issuer to the appropriate taxing authority in cash.
( 8 )On June 1, 2018, the reporting person was granted 33,245 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 9 )On June 1, 2018, an immediate family member of the reporting person was granted 24,320 restricted share units, vesting in five equal annual installments beginning on the first anniversary of the grant date. Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. On April 11, 2019, EnscoRowan effected a 1 for 4 reverse stock split. All share counts on this Form 4 are represented on a post-split basis.
( 10 )Each restricted share unit represents the economic equivalent of one EnscoRowan Class A ordinary share. The restricted share units vest in three equal annual installments beginning on the first anniversary of the grant date.
( 11 )On June 3, 2019, the reporting person was granted 22,950 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
( 12 )On June 3, 2019, an immediate family member of the reporting person was granted 19,956 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

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