Thomas L Kelly Ii Form 4/A PARAGON OFFSHORE / THOMAS L KELLY II ownership change

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^*

KELLY THOMAS L II

(Last) (First) (Middle)

3151 BRIARPARK DRIVE, SUITE 700

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PARAGON OFFSHORE PLC [ PGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2015

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

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
Restricted Stock Units(1)	(1)							(1)	(1)	Restricted Stock Units	15,856		15,856	D
Restricted Stock Units(2)	(2)							(2)	(2)	Restricted Stock Units	4,573		4,573	D
Restricted Stock Units(3)	(3)							(3)	(3)	Restricted Stock Units	642		642	D
Restricted Stock Units(4)	(4)							(4)	(4)	Restricted Stock Units	14,666		14,666	D
Restricted Stock Units(5)(6)	(5)	03/31/2015		A		37,019(6)		(5)	(5)	Restricted Stock Units	37,019(6)	$0	37,019(6)	D

Explanation of Responses:

1. Restricted stock units, which are one-for-one ordinary share equivalents, previously reported on Table I and acquired by the reporting person on August 14, 2014 pursuant to the Issuer's long term incentive plan and vest immediately prior to the Issuer's annual general meeting of shareholders in 2015.

2. Restricted stock units, which are one-for-one ordinary share equivalents, previously reported on Table I and acquired by the reporting person on September 30, 2014 pursuant to the Issuer's long term incentive plan and vest immediately prior to the Issuer's annual general meeting of shareholders in 2015.

3. Restricted stock units, which are one-for-one ordinary share equivalents, previously reported on Table I and acquired by the reporting person on November 25, 2014 pursuant to the Issuer's long term incentive plan and vest immediately prior to the Issuer's annual general meeting of shareholders in 2015.

4. Restricted stock units, which are one-for-one ordinary share equivalents, previously reported on Table I and acquired by the reporting person on December 31, 2014 pursuant to the Issuer's long term incentive plan and vest immediately prior to the Issuer's annual general meeting of shareholders in 2015.

5. Restricted stock units, which are one-for-one ordinary share equivalents, acquired by the reporting person on March 31, 2015 pursuant to the Issuer's long term incentive plan and vest immediately prior to the Issuer's annual general meeting of shareholders in 2015.

6. This Form 4/A is being filed to correct the number of restricted stock units acquired by the Reporting Person on March 31, 2015.

Remarks:

	/s/ Ryan Tarkington, as Attorney-in-Fact	04/16/2015
	** 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.