SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 7, 2021 (April 6, 2021)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Address of principal executive offices)
Registrant’s telephone number, including area code: +41 (41) 749-0500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Name of each exchange on which registered:
Shares, CHF 0.10 par value
New York Stock Exchange
0.50% Exchangeable Senior Bonds due 2023
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02Unregistered Sales of Equity Securities.
The information included under Item 5.03 is incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective April 7, 2021, the Organizational Regulations (as amended, the “Organizational Regulations”) of Transocean Ltd. (the “Company”) were amended by the Company’s Board of Directors to reflect the updated name of the Board’s Health, Safety, Environment and Sustainability Committee (formerly the Health, Safety and Environment Committee), among other technical updates.
On April 6, 2021, the Company’s Articles of Association were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the issuance of 46 million Company shares (the “Treasury Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 4,600,000. The issuance of the Treasury Shares is exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering. Our Articles of Association now reflect a share capital of CHF 68,567,616.50 divided into 685,676,165 fully paid registered shares.
The foregoing descriptions of the Organizational Regulations and Articles of Association do not purport to be complete and are qualified in their entirety by reference to the full text of the Organizational Regulations and Articles of Association, respectively, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
Cover Page Interactive Data File (formatted as inline XBRL).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 7, 2021
/s/ Daniel Ro-Trock