Statement of Changes in Beneficial Ownership (4)
11 10월 2017 - 3:10AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gidley John K
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2. Issuer Name
and
Ticker or Trading Symbol
ATWOOD OCEANICS INC
[
ATW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Health Safety & Environ.
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(Last)
(First)
(Middle)
15011 KATY FREEWAY SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/6/2017
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(Street)
HOUSTON, TX 77094
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Atwood Oceanics, Inc. Common Stock
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10/6/2017
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D
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12331
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D
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(1)
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0
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D
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Atwood Oceanics, Inc. Common Stock
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10/6/2017
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D
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62
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D
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(2)
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0
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I
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By Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance-Based Restricted Stock Units
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(3)
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10/6/2017
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D
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31601
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(3)
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(3)
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Atwood Oceanics, Inc. Common Stock
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31601
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(3)
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0
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D
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Restricted Stock Units
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(4)
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10/6/2017
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D
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56971
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(4)
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(4)
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Atwood Oceanics, Inc. Common Stock
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56971
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(4)
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0
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D
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Explanation of Responses:
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(1)
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On May 29, 2017, the Issuer entered into an Agreement and Plan of Merger with Ensco PLC ("Parent") and Echo Merger Sub LLC (the "Merger Agreement"). Pursuant to the Merger Agreement, on October 6, 2017, these shares were cancelled and converted into the right to receive 19,729 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement.
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(2)
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Pursuant to the Merger Agreement, on October 6, 2017, these shares were cancelled and converted into the right to receive 99 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the spouse of the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.
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(3)
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Pursuant to the Merger Agreement, these Performance-Based Restricted Stock Units were canceled and converted into the right to receive 78,982 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.
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(4)
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Pursuant to the Merger Agreement, these Restricted Stock Units were canceled and converted into the right to receive 91,153 class A ordinary shares of Parent and a cash payment for fractional shares pursuant to the Merger Agreement. The actual number of class A ordinary shares of Parent issued to the reporting person was reduced by an amount necessary to satisfy applicable tax withholding obligations.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gidley John K
15011 KATY FREEWAY SUITE 800
HOUSTON, TX 77094
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VP, Health Safety & Environ.
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Signatures
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/s/ John K. Gidley, Walter A. Baker By Power of Attorney
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10/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Atwood Oceanics (NYSE:ATW)
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