Sec Form 4 Filing - McHenry Kelly Andrew @ ROWAN COMPANIES PLC - 2019-04-11

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 McHenry Kelly Andrew 2. Issuer Name and Ticker or Trading Symbol ROWAN COMPANIES PLC [ RDC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO ARO Drilling (Last) (First) (Middle) 2800 POST OAK BLVD., SUITE 5450 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2019 (Street) HOUSTON, TX77056 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 04/11/2019 D 52,463 ( 1 ) D 60,264 D Class A Ordinary Shares 04/11/2019 D 60,264 ( 2 ) D 0 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 Share Appreciation Right $ 34.76 04/11/2019 D 3,039 ( 3 ) ( 4 ) 05/14/2023 Class A Ordinary Shares 3,039 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McHenry Kelly Andrew 2800 POST OAK BLVD. SUITE 5450 HOUSTON, TX77056 CEO ARO Drilling Signatures /s/ Dennis Baldwin, Attorney-in-Fact 04/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 11, 2019, pursuant to the Transaction Agreement by and between Ensco plc ("Ensco") and Rowan Companies plc (the "Company" or "Rowan"), dated as of October 7, 2018, (as amended, the "Transaction Agreement"), each of the issued and outstanding Class A ordinary shares of the Company were exchanged pursuant to a court-sanctioned scheme of arrangement for 2.750 Class A ordinary shares of Ensco, each with a nominal value of $0.10. ( 2 )Pursuant to the Transaction Agreement, each outstanding restricted share unit award ("RSU Award"), whether vested or unvested, was converted on the same terms and conditions (including applicable vesting conditions) applicable to such RSU Award under the applicable Company equity plan and award agreement in effect immediately prior to the closing of the transaction ("Closing") into a restricted stock unit of Ensco covering a number of Ensco Class A ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan RSU Award immediately prior to Closing by the exchange ratio of 2.750 Class A ordinary shares of Ensco for each Rowan Class A ordinary share (the "Exchange Ratio"). There was no purchase price. ( 3 )Pursuant to the Transaction Agreement, each Rowan share appreciation right award ("SAR Award"), whether vested or unvested, was converted into an Ensco share appreciation right award on the same terms and conditions applicable to such SAR Award under the applicable Company equity plan and award agreement in effect immediately prior to Closing, with respect to a number of Ensco ordinary shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan ordinary shares subject to such Rowan SAR Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco ordinary share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan ordinary share of such Rowan SAR Award and (B) the Exchange Ratio. ( 4 )The SAR Awards are fully vested.

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