SEC Filing | Transocean Ltd.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIEM KRISTIAN

(Last)

(First)

(Middle)

4 GREENWAY PLAZA

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSOCEAN INC [ RIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	11/27/2007		D		4,000	D⁽¹⁾	⁽¹⁾	0	D
Ordinary Shares	11/27/2007		A		2,798	A⁽²⁾	⁽²⁾	2,798	D
Ordinary Shares	11/27/2007		A		14,271	A⁽⁵⁾	⁽⁵⁾	17,069	D
Ordinary Shares	11/27/2007		D		1,423,720	D⁽¹⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾
Ordinary Shares	11/27/2007		A		996,034	A⁽²⁾	⁽²⁾	996,034	I	See footnote⁽⁴⁾
Ordinary Shares	11/27/2007		A		237,850	A⁽⁵⁾	⁽⁵⁾	1,233,884	I	See footnote⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Units	$0	11/27/2007		D			7,339⁽³⁾	⁽³⁾	⁽³⁾	Ordinary Shares	7,339	$0⁽³⁾	0	D
Deferred Units	$0	11/27/2007		A		5,133		⁽³⁾	⁽³⁾	Ordinary Shares	5,133	$0⁽³⁾	5,133	D
Stock Options	$19.86	11/27/2007		D			6,000⁽⁶⁾	⁽⁷⁾	05/08/2013	Ordinary Shares	6,000	$0⁽⁶⁾	0	D
Stock Options	$21.15	11/27/2007		A		5,635⁽⁶⁾		⁽⁷⁾	05/08/2013	Ordinary Shares	5,635	$0⁽⁶⁾	5,635	D
Stock Options	$36.17	11/27/2007		D			6,000⁽⁶⁾	⁽⁷⁾	05/09/2012	Ordinary Shares	6,000	$0⁽⁶⁾	0	D
Stock Options	$38.51	11/27/2007		A		5,635⁽⁶⁾		⁽⁷⁾	05/09/2012	Ordinary Shares	5,635	$0⁽⁶⁾	5,635	D
Stock Options	$49.91	11/27/2007		D			6,000⁽⁶⁾	⁽⁷⁾	05/11/2011	Ordinary Shares	6,000	$0⁽⁶⁾	0	D
Stock Options	$53.14	11/27/2007		A		5,635⁽⁶⁾		⁽⁷⁾	05/11/2011	Ordinary Shares	5,635	$0⁽⁶⁾	5,635	D
Stock Options	$49.81	11/27/2007		D			4,000⁽⁶⁾	⁽⁷⁾	05/11/2010	Ordinary Shares	4,000	$0⁽⁶⁾	0	D
Stock Options	$53.04	11/27/2007		A		3,756⁽⁶⁾		⁽⁷⁾	05/11/2010	Ordinary Shares	3,756	$0⁽⁶⁾	3,756	D
Stock Options	$27.88	11/27/2007		D			4,000⁽⁶⁾	⁽⁷⁾	05/13/2009	Ordinary Shares	4,000	$0⁽⁶⁾	0	D
Stock Options	$29.68	11/27/2007		A		3,756⁽⁶⁾		⁽⁷⁾	05/13/2009	Ordinary Shares	3,756	$0⁽⁶⁾	3,756	D
Stock Options	$56.31	11/27/2007		D			6,841⁽⁶⁾	⁽⁷⁾	05/14/2008	Ordinary Shares	6,841	$0⁽⁶⁾	0	D
Stock Options	$59.96	11/27/2007		A		6,424⁽⁶⁾		⁽⁷⁾	05/14/2008	Ordinary Shares	6,424	$0⁽⁶⁾	6,424	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated July 21, 2007 among Transocean Inc., Transocean Worldwide Inc. and GlobalSantaFe Corporation ("GlobalSantaFe"), at the effective time of the reclassification contemplated by the Merger Agreement, each outstanding ordinary share, par value $0.01 per share, was converted into the right to receive 0.6996 new ordinary shares of Transocean, having a market value of $129.39 per share as of the close of trading on the trading day immediately preceding the effective time of the transactions, and $33.03 in cash (the "Reclassification Consideration").

2. Acquired pursuant to the Merger Agreement as described in note (1).

3. Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding deferred unit became fully vested and was converted into the cash portion of the Reclassification Consideration and the right to receive the share portion of the Reclassification Consideration upon leaving the board.

4. Represents reporting person's aggregate indirect ownership in shares held indirectly through a corporation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Pursuant to the Merger Agreement, at the effective time of the merger contemplated by the Merger Agreement, each outstanding ordinary share, par value $0.01 per share, of GlobalSantaFe was converted into the right to receive 0.4757 ordinary shares of Transocean, having a market value of $129.39 per share as of the close of trading on the trading day immediately preceding the effective time of the merger, and $22.46 in cash. The reporting person beneficially owned 500,000 GlobalSantaFe ordinary shares through a corporation. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding option to purchase Transocean ordinary shares was adjusted to be exercisable for a number of Transocean ordinary shares equal to the number of Transocean ordinary shares for which such option was exercisable immediately prior to the reclassification multiplied by 0.9392 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the option immediately prior to the reclassification divided by 0.9392 (rounded up to the nearest whole cent).

7. The stock options are fully vested.

	Chipman Earle, by power of attorney	11/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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