SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Perestroika (Cyprus) Ltd

(Last) (First) (Middle)
C/O PERESTROIKA AS
TURMSTRASSE 30

(Street)
STEINHAUSEN V8 6312

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2018
3. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares 32,436,351 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
0.5% Exchangeable Senior Bonds due 2023 01/30/2018 01/30/2023 Shares (1) (1) D
Explanation of Responses:
1. Perestroika (Cyprus) Ltd. holds $355,611,000 aggregate principal amount of 0.5% Exchangeable Senior Bonds due 2023 (the "Exchangeable Bonds"). The Exchangeable Bonds are issued by Transocean Inc., a wholly owned subsidiary of Transocean Ltd. (the "Company"), and fully and unconditionally guaranteed by the Company. The Exchangeable Bonds are exchangeable into Shares of the Company at an initial rate of 97.29756 Shares per $1,000 principal amount of Exchangeable Bonds, which initial rate is subject to adjustment in accordance with the Indenture, dated January 30, 2018, among Transocean Inc., the Company, Computershare Trust Company, N.A. and Computershare Trust Company of Canada. The Exchangeable Bonds are exchangeable at any time prior to and up to the maturity date of January 30, 2023.
Remarks:
Perestroika (Cyprus) Ltd. is a wholly owned subsidiary of Perestroika AS. Due to Perestroika AS's designation of a member of the board of directors of the Company, Perestroika (Cyprus) Ltd. may be deemed to be a director of the Company by deputization. Perestroika AS's right to designate a member of the Company's board of directors has since terminated.
/s/ Daniel Ro-Trock, by Power of Attorney 06/15/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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                            PERESTROIKA (CYPRUS) LTD
                               POWER OF ATTORNEY

Know  all by these presents that the undersigned hereby constitutes and appoints
each of Brady K. Long, Daniel Ro-Trock, Richard A. La Mothe or Pamela A. Easton,
signing individually, the undersigned's true and lawful attorney-in-fact to:

   1) execute  for  and  on  behalf  of  the  undersigned,  in the undersigned's
      capacity as an officer and/or director of Transocean Ltd. (the "Company"),
      Forms  3,  4  and  5  in  accordance  with Section 16(a) of the Securities
      Exchange Act of 1934, as amended and the rules thereunder;

   2) do and perform any and all acts for and on behalf of the undersigned which
      may  be  necessary or desirable to complete and execute any such Form 3, 4
      or  5  and  timely  file  such  form with the United States Securities and
      Exchange Commission and any stock exchange or similar authority; and

   3) take  any  other  action  of  any  type  whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-act, may be of benefit
      to,  in  the  best interest of or legally required by, the undersigned, it
      being  understood  that the documents executed by such attorney-in-fact on
      behalf  of  the undersigned pursuant to this Power of Attorney shall be in
      such   form   and   shall  contain  such  terms  and  conditions  as  such
      attorney-in-fact may approve in such attorney-in- fact's discretion.

   The  undersigned  hereby  grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary  or  proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

   This  Power  of  Attorney  shall  remain  in  full force and effect until the
undersigned  is  no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN  WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as of
the 23rd day of March 2018.

                                          /s/ Christina Ioannidou
                                         ---------------------------------------
                                          Perestroika (Cyprus) Ltd
                                          Christina Ioannidou, Director