Page 4 of 5 – SEC Filing
CUSIP No. G6S01W108
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Item 1. Security and Issuer.
The name of the issuer is Paragon Offshore plc,
a public limited company incorporated under the
laws of England and Wales (the Issuer).
The address of the principal executive offices of the Issuer is:
3151 Briarpark Drive, Suite 700, Houston, Texas 77042, United States of America.
AND
20-22 Bedford Row, London WC1R 4JS, United Kingdom
This Schedule 13D relates to the Issuer’s Common Stock, $1.00 par value
(the “Shares”).
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by Marcel de Groot
and Michael R. Hammersley (Reporting Persons).
The principal business address of each of the Reporting Persons is:
(1) Marcel de Groot
Graaf van Egmontstraat 35A,
2000 ANTWERPEN, BELGIUM
(2) Michael Richard Hammersley
706 N. Eugene Street, A4,
Greensboro, North Carolina 27401
The principal business of the Reporting Persons is
making investments for their own accounts as well as
serving as the manager of these accounts.
(d) The Reporting Persons, have not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Shares came from the personal funds of
the Reporting Persons.
No borrowed funds were used to purchase the Shares.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes. The
Reporting Persons intend to evaluate the business prospects of the Issuer, as
well as its present and future intentions. In connection with such evaluation,
the Reporting Persons may from time to time consult with management and other
shareholders of the Issuer. The Reporting Persons reserve the right to take such
other actions as they may deem appropriate. The Reporting Persons intend to
requisition a general meeting to replace the current serving Board of Directors
as referenced in the attachment to this filing.
Further, the Reporting Persons have also filed a
Schedule 14N with the Securities and Exchange Commission
that describes any and all plans or proposals the
Reporting Persons have with regard to changing
the Board of Directors.
These changes are recited here:
Randall D. Stilley be elected as a director
of Paragon Offshore Plc with immediate effect.
Mark B. Slaughter be elected as a director
of Paragon Offshore Plc with immediate effect.
Robert Joe Tondu be elected as a director
of Paragon Offshore Plc with immediate effect.
J. Robinson West be removed from office as a director
of Paragon Offshore Plc with immediate effect.
Thomas L. Kelly II be removed from office as a director
of Paragon Offshore Plc with immediate effect.
William L. Transier be removed from office as a director
of Paragon Offshore Plc with immediate effect.
Anthony R. Chase be removed from office as a director
of Paragon Offshore Plc with immediate effect.
John P. Reddy be removed from office as a director
of Paragon Offshore Plc with immediate effect.
Dean E. Taylor be removed from office as a director
of Paragon Offshore Plc with immediate effect.
Except as set forth above, the Reporting Persons have no present plans or
proposals that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
Please refer to the cover sheet of this filing for the individual
interests of Marcel de Groot in securities of the Issuer.
Please refer to the cover sheet of this filing for the
individual interests of Michael R. Hammersley in securities of the Issuer.
(a-e) As of the date hereof, Marcel de Groot and Michael R. Hammersley
may be deemed to
be the beneficial owners of 4,480,483 Shares (5.07%) of the
Issuer based upon the
88,641,896 Shares outstanding as of March 10, 2017,
according to the Issuer’s most
recent 10K filed with the Securities and Exchange Commission.
Marcel de Groot and Michael R. Hammersley have the sole power to vote or
direct the vote of 4,480,483 Shares to which this filing relates.
Marcel de Groot and Michael R. Hammersley have the sole power to dispose
or direct the disposition of of 4,480,483 Shares to which this filing relates.
The trading dates, number of Shares purchased and the
price per share for
all transactions in the Shares during the past 60 days by the Reporting Persons
are set forth in Exhibit B and were effected in private sales.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: A description of the transactions in the Shares that were effected by
the Reporting Persons during the 60 days prior to April 6, 2017 is
filed herewith as Exhibit A.
