SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Newman Steven L

(Last) (First) (Middle)
4 GREENWAY PLAZA

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANSOCEAN INC [ RIG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, Operations
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 11/27/2007 A 10,198 A(1) (1) 49,217 D
Ordinary Shares 11/27/2007 D 49,217 D(2) (2) 0 D
Ordinary Shares 11/27/2007 A 34,432 A(3) (3) 34,432 D
Ordinary Shares 11/27/2007 F 4,193 D(4) (4) 30,239 D
Ordinary Shares 11/27/2007 D 342 D(2) (2) 0 I By Issuer Employee Stock Purchase Plan
Ordinary Shares 11/27/2007 A 239 A(3) (3) 239 I By Issuer Employee Stock Purchase Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $78.61 11/27/2007 A 36,730(5) (5) 07/12/2016 Ordinary Shares 36,730 $0 36,730 D
Stock Options $78.61 11/27/2007 D 36,730(6) (6) 07/12/2016 Ordinary Shares 36,730 $0 0 D
Stock Options $83.7 11/27/2007 A 34,496(6) 11/27/2007 07/12/2016 Ordinary Shares 34,496 $0 34,496 D
Stock Options $28.12 11/27/2007 D 11,126(6)(7) (6)(7) 07/07/2014 Ordinary Shares 11,126 $0 0 D
Stock Options $29.94 11/27/2007 A 10,449(6) 11/27/2007 07/07/2014 Ordinary Shares 10,449 $0 10,449 D
Stock Options $56.34 11/27/2007 D 8,619(6)(8) (6)(8) 07/12/2015 Ordinary Shares 8,619 $0 0 D
Stock Options $59.99 11/27/2007 A 8,094(6) 11/27/2007 07/12/2015 Ordinary Shares 8,094 $0 8,094 D
Explanation of Responses:
1. On each of July 13, 2006 and October 12, 2006, the reporting person was awarded a contingent, performance based grant for an opportunity to earn 10,198 restricted shares. This opportunity was subject to the satisfaction of certain performance criteria based upon specified peer groups. Depending upon the issuer's performance within the peer groups, the reporting person could earn some, all or none of the shares. The transactions contemplated by the Agreement and Plan of Merger dated July 21, 2007 among Transocean Inc., Transocean Worldwide Inc. and GlobalSantaFe Corporation (the "Merger Agreement") resulted in an aggregate of 10,198 restricted shares being granted.
2. Pursuant to the Merger Agreement, at the effective time of the reclassification contemplated by the Merger Agreement, each outstanding ordinary share, par value $0.01 per share, was converted into the right to receive 0.6996 new ordinary shares of Transocean, having a market value of $129.39 per share as of the close of trading on the trading day immediately preceding the effective time of the transactions, and $33.03 in cash (the "Reclassification Consideration").
3. Acquired pursuant to the Merger Agreement as described in note (2).
4. Shares automatically withheld upon vesting to satisfy tax withholding obligations.
5. On each of July 13, 2006 and October 12, 2006, the reporting person was awarded a contingent, performance based grant of 18,365 stock options, which were subject to the satisfaction of certain performance criteria based upon specified peer groups. Depending upon the issuer's performance within the peer groups, the reporting person could earn some, all or none of the options. The transactions contemplated by the Merger Agreement resulted in an aggregate of 36,730 fully vested stock options being granted.
6. Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding option to purchase Transocean ordinary shares was adjusted to be exercisable for a number of Transocean ordinary shares equal to the number of Transocean ordinary shares for which such option was exercisable immediately prior to the reclassification multiplied by 0.9392 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the option immediately prior to the reclassification divided by 0.9392 (rounded up to the nearest whole cent).
7. On July 8, 2004, the reporting person was awarded a contingent, performance based grant of 15,670 stock options, which were subject to the satisfaction of certain performance criteria based upon specified peer groups. Depending upon the issuer's performance within the peer groups, the reporting person could earn some, all or none of the options. The issuer's actual performance resulted in options to purchase 11,126 shares being earned, which vest as follows: 3,708 on April 11, 2006, 3,709 on January 1, 2007 and 3,709 on January 1, 2008. As a result of the transactions contemplated by the Merger Agreement, all remaining unvested options vested.
8. On July 13, 2005, the reporting person was awarded a contingent, performance based grant of 14,861 stock options, which were subject to the satisfaction of certain performance criteria based upon specified peer groups. Depending upon the issuer's performance within the peer groups, the reporting person could earn some, all or none of the options. The issuer's actual performance resulted in options to purchase 8,619 shares being earned, which vest as follows: 2,873 on March 19, 2007, 2,873 on January 1, 2008 and 2,873 on January 1, 2009. As a result of the transactions contemplated by the Merger Agreement, all remaining unvested options vested.
Chipman Earle, by power of attorney 11/29/2007
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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