13D Filing: Elliott Associates, L.P. and Ocean Rig UDW Inc. (ORIG)

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As
of the date hereof, Elliott International, itself and through Greenwich (Japan) Limited,
a Cayman Islands limited company and a wholly-owned subsidiary of Elliott International,
beneficially owned 12,576,329 shares of Common Stock, constituting approximately 13.9% of the shares of Common Stock
outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 12,576,329 shares
of Common Stock beneficially owned by Elliott International, constituting approximately 13.9% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 18,494,587 shares of Common Stock, constituting approximately 20.4% of the shares of Common Stock outstanding.
(b)                 Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock owned directly by it.
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c)                 The only transaction effected by the Reporting Persons during the past 60 days is described in Item 4 to this Schedule 13D.
(d)                 No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.
(e)                 Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As described further in Item 4 of this Schedule 13D, the Reporting Persons are parties to the RSA.  A copy of such agreement is attached as Exhibit 1 to this Schedule 13D.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7. EXHIBITS
 
Exhibit Description
1 Restructuring Agreement, dated March 23, 2017 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 6-K filed with the SEC on March 28, 2017).
2 July 21 Press Release, dated
July 21, 2017 (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 6-K, filed with the SEC on July 21,
2017).
3 September 22 Press Release, dated September 22, 2017 (incorporated by reference to Exhibit 99.1 to the Issuer’s Form
6-K, filed with the SEC on September 22, 2017).
4 Joint Filing Agreement, dated October 2, 2017.

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