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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
LONG ROBERT 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
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 30,595 A(1) (1) 227,381 D
Ordinary Shares 11/27/2007 D 227,381 A(2) (2) 0 D
Ordinary Shares 11/27/2007 A 159,075 A(3) (3) 159,075 D
Ordinary Shares 11/27/2007 A 31,870 A(4) (4) 190,945 D
Ordinary Shares 11/27/2007 F(5) 19,420 D (5) 171,525 D
Ordinary Shares 11/27/2007 D 6,480 D(2) (2) 0 I By Issuer Employee Stock Purchase Plan
Ordinary Shares 11/27/2007 A 4,533 A(3) (3) 4,533 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 110,191(6) (6) 07/12/2016 Ordinary Shares 110,191 $0(6) 110,191 D
Stock Options $78.61 11/27/2007 D 110,191(7) 11/27/2007(7) 07/12/2016 Ordinary Shares 110,191 $0(7) 0 D
Stock Options $83.7 11/27/2007 A 103,491(7) 11/27/2007(7) 07/12/2016 Ordinary Shares 103,491 $0(7) 103,491 D
Stock Options $28.8 11/27/2007 D 20,000(7)(8) 07/10/2005 07/09/2012 Ordinary Shares 20,000 $0(7) 0 D
Stock Options $30.66 11/27/2007 A 18,784(7)(8) 11/27/2007 07/09/2012 Ordinary Shares 18,784 $0(7) 18,784 D
Stock Options $21.2 11/27/2007 D 78,638(7)(9) (7)(9) 07/09/2013 Ordinary Shares 78,638 $0(7) 0 D
Stock Options $22.57 11/27/2007 A 33,273(7)(9) 11/27/2007 07/09/2013 Ordinary Shares 33,273 $0(7) 33,273 D
Stock Options $28.12 11/27/2007 D 111,243(7)(10) (7)(10) 07/07/2014 Ordinary Shares 111,243 $0(7) 0 D
Stock Options $29.94 11/27/2007 A 104,479(7)(10) 11/27/2007 07/07/2014 Ordinary Shares 104,479 $0(7) 104,479 D
Stock Options $28.12 11/27/2007 D 35,427(7)(11) (7)(11) 07/07/2014 Ordinary Shares 35,427 $0(7) 0 D
Stock Options $29.94 11/27/2007 A 33,273(7)(11) 11/27/2007 07/07/2014 Ordinary Shares 33,273 $0(7) 33,273 D
Stock Options $56.34 11/27/2007 D 60,336(7)(12) (7)(12) 07/12/2015 Ordinary Shares 60,336 $0(7) 0 D
Stock Options $59.99 11/27/2007 A 56,667(7)(12) 11/27/2007 07/12/2015 Ordinary Shares 56,667 $0(7) 56,667 D
Deferred Units $0 11/27/2007 D 45,555(4) (4) (4) Ordinary Shares 45,555 $0(4) 0 D
Explanation of Responses:
1. On July 13, 2006, the reporting person was awarded a contingent, performance based grant for an opportunity to earn 61,189 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 30,595 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. Pursuant to the Merger Agreement, at the effective time of the reclassification, each outstanding deferred unit became fully vested and was converted into the Reclassification Consideration.
5. Shares automatically withheld upon vesting to satisfy tax withholding obligations.
6. On July 13, 2006, the reporting person was awarded a contingent, performance based grant of 110,191 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 110,191 fully vested stock options being granted.
7. 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).
8. The options are fully vested and exercisable.
9. On July 10, 2003, the reporting person was awarded a contingent, performance based grant of 159,400 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 117,956 shares being earned, which vest as follows: 39,318 on April 11, 2005, 39,319 on January 1, 2006 and 39,319 on January 1, 2007.
10. On July 10, 2003, the reporting person was granted 53,140 options under the issuer's Long - Term Incentive Plan exercisable as follows: 17,713 on July 10, 2005, 17,713 on July 10, 2006 and 17,714 on July 10, 2007.
11. On July 8, 2004, the reporting person was awarded a contingent, performance based grant of 156,680 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 111,243 shares being earned, which vest as follows: 37,081 on April 11, 2006, 37,081 on January 1, 2007 and 37,081 on January 1, 2008. As a result of the transactions contemplated by the Merger Agreement, all the remaining unvested options vested.
12. On July 13, 2005, the reporting person was awarded a contingent, performance based grant of 104,027 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 60,336 shares being earned, which vest as follows: 20,112 on March 19, 2007, 20,112 on January 1, 2008 and 20,112 on January 1, 2009. As a result of the transactions contemplated by the Merger Agreement, all the remaining unvested options vested.
Chipman Earle, by power of attorney 11/29/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.