Rowan Companies Plc (RDC): Blue Harbour Group Enters Into Nomination and Support Agreement; Charles L. Szews Appointed to the Board

Page 6 of 7 – SEC Filing
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) – (b)

The responses of the Reporting Persons to Rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially
own an aggregate of 9,992,812 Class A Ordinary Shares, which Class A Ordinary Shares may be deemed to be beneficially owned by
each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.97% of the outstanding Class A Ordinary Shares.
All percentages set forth herein are based upon a total of 125,420,778 Class A Ordinary Shares outstanding as of July 25, 2016,
as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the SEC on August 2, 2016.

For purposes of disclosing the number of Class A Ordinary Shares
beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Class A Ordinary Shares that are owned beneficially
and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such Class
A Ordinary Shares for all other purposes.

(c) There have been no transactions in the Class A Ordinary Shares
effected by the Reporting Persons during the past sixty days.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On August 22, 2016, Manager and Manager GP entered into the Nomination and Support Agreement, the terms of which are described in Item 4 of this Amendment No. 2.  A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit

Description

2 Nomination and Support Agreement, dated August 22, 2016, by and among Manager, Manager GP and the Issuer.

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