Transocean Ltd. (RIG): Billionaire Carl Icahn’s Icahn Capital Slashes Its Stake to 1.50%

Page 15 of 16 – SEC Filing

SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 13 to the Schedule 13D relating to the Shares, par value CHF 0.10 per share (the “Shares”), issued by Transocean Ltd. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2013, as amended by Amendment No. 1, filed with the SEC on January 29, 2013, Amendment No. 2, filed with the SEC on March 4, 2013, by Amendment No. 3, filed with the SEC on March 7, 2013, by Amendment No. 4, filed with the SEC on April 4, 2013, by Amendment No. 5, filed with the SEC on April 17, 201, by Amendment No. 6, filed with the SEC on April 19, 2013, by Amendment No. 7, filed with the SEC on April 26, 2013, by Amendment No. 8, filed with the SEC on April 30, 2013, by Amendment No. 9, filed with the SEC on May 2, 2013, by Amendment No. 10, filed with the SEC on May 13, 2013, by Amendment No. 11, filed with the SEC on May 17, 2013, and by Amendment No. 12, filed with the SEC on November 12, 2013, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.  Purpose of Transaction

Item 4 of the Initial Schedule 13D is hereby amended to add the following:

The Reporting Persons believe that Jeremy Thigpen, the Chief Executive Officer of the Issuer, and his management team have done an outstanding job given the challenging environment, and the Reporting Persons continue to have confidence in them going forward. The Reporting Persons reduced their position in the Shares in order to recognize a capital loss for tax planning purposes.

Under the Settlement Agreement, dated as of November 10, 2013, entered into between the Issuer and the Reporting Persons, the Reporting Persons agreed to submit the resignation of both of their director designees if the Reporting Persons ceased to beneficially own at least 10,817,716 Shares. Following notification to the Issuer that the Reporting Persons ceased to beneficially own at least 10,817,716 Shares, the Issuer requested, and the Reporting Persons agreed, that both of the Reporting Persons’ director designees would continue to serve on the Board of Directors of the Issuer.

Item 5.  Interest in Securities of the Issuer

Item 5 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate,  5,477,900 Shares, representing approximately 1.50% of the Issuer’s outstanding Shares (based upon the 365,391,756 Shares stated to be outstanding as of July 26, 2016 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2016).

(b) For purposes of this Schedule 13D:

High River has sole voting power and sole dispositive power with regard to 1,095,579    Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 1,782,453 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 2,599,868 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.  Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market.

Name of Reporting Person	Date of Transaction	Amount of Securities	Price
High River	9/23/2016	(600,000.00)	$9.26
High River	9/28/2016	(2,600,000.00)	$9.92
Icahn Partners	9/23/2016	(1,575,601.00)	$9.26
Icahn Partners	9/28/2016	(6,169,933.00)	$9.92
Icahn Master	9/23/2016	(824,399.00)	$9.26
Icahn Master	9/28/2016	(4,230,067.00)	$9.92

(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.