SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Vayda Robert Thaddeus (Last) (First) (Middle) 1414 ENCLAVE PARKWAY (Street) HOUSTON TX 77077 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2024	3. Issuer Name and Ticker or Trading Symbol Transocean Ltd. [ RIG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Financial Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Registered Shares	168,315	D
Registered Shares	91(1)	I	By Child(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(2)	02/11/2026	Registered Shares	21,390	0	D
Stock Options	(2)	02/10/2027	Registered Shares	16,713	0	D
Stock Options	(2)	02/08/2028	Registered Shares	22,556	0	D
Stock Options	(2)	02/07/2029	Registered Shares	29,630	0	D
Restricted Units	(3)	(3)	Registered Shares	27,818	0	D
Restricted Units	(4)	(4)	Registered Shares	35,982	0	D
Restricted Units	(5)	(5)	Registered Shares	68,511	0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or any other purpose.

2. Non-Qualified Stock Options fully vested and exercisable.

3. The Restricted Units were acquired on February 10, 2022, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted units vest on March 1, 2025.

4. The Restricted Units were acquired on February 9, 2023, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted share units vest as follows: 17,991 on March 1, 2025; and 17,991 on March 1, 2026.

5. The Restricted Units were acquired on February 8, 2024, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted share units vest as follows: 22,837 on March 1, 2025; 22,837 on March 1, 2026; and 22,837 on March 1, 2027.

	/s/ Daniel Ro-Trock by Power of Attorney	05/13/2024
	** 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 5 (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.
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LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby constitutes and appoints each of Brady Long, Daniel Ro­Trock, Sandro Thoma or Pamela Easton acting individually and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Transocean Ltd. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any securities exchange or similar authority; and

3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of the 1 day of May 2024.

Signed and acknowledged:

/s/ Robert Thaddeus Vayda

Name: Robert Thaddeus Vayda