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Filing Details

Accession Number:: 0000950170-24-103519
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-04 17:34:14
Reporting Period:: 2024-09-04

Accepted Time:: 2024-09-04 17:34:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
949039	Diamond Offshore Drilling Inc.	DO	Drilling Oil & Gas Wells (1381)	760321760

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1541135	G. Bernie Wolford	777 N. Eldridge Pkwy Suite 1100 Houston TX 77079	President And Ceo	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2024-09-03	26,000	$14.11	652,496	No	4	S	Direct
Common Stock	Disposition	2024-09-04	652,496	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2024-09-04	743,324	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	D	Direct
No	4	D	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2024-09-04	204,128	$0.00	204,128	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2024.
This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated June 9, 2024, by and among Diamond Offshore Drilling, Inc., a Delaware corporation (the "Issuer"), Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble"), Dolphin Merger Sub 1, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 1"), and Dolphin Merger Sub 2, Inc., an indirect wholly owned subsidiary of Noble ("Merger Sub 2"), under which, and upon the terms and subject to the conditions set forth therein, Merger Sub 1 merged with and into the Issuer (the "first merger"), with the Issuer surviving and becoming an indirect wholly owned subsidiary of Noble, and immediately thereafter, the Issuer, as the surviving entity in the first merger, merged with and into Merger Sub 2, with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble.
Pursuant to the Merger Agreement, at the effective time of the first merger (the "effective time"), each share of common stock, par value $0.0001 per share, of the Issuer ("Diamond Offshore common stock") beneficially owned by the Reporting Person was exchanged for the right to receive the following: (a) $5.65 in cash, without interest, per share of Diamond Offshore common stock; (b) 0.2316 of validly issued, fully paid and non-assessable A ordinary shares, $0.00001 nominal value per share, of Noble ("Noble ordinary shares"); and (c) any cash in lieu of fractional Noble ordinary shares paid pursuant to the Merger Agreement (collectively, the Merger Consideration").
The reported shares of Diamond Offshore common stock represent shares issuable pursuant to performance-based restricted stock unit awards that, pursuant to the Merger Agreement, at the effective time, were accelerated and received for no consideration subject to the conditions set forth in the Merger Agreement.
Pursuant to the Merger Agreement, at the effective time, each time-vesting restricted stock unit covering shares of Diamond Offshore common stock beneficially owned by the Reporting Person vested immediately and was settled in shares of Diamond Offshore common stock and such shares received in settlement were converted automatically into the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.