Pacific Drilling (PACD) Form 4 PACIFIC DRILLING / Victor Khosla 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Strategic Value Partners, LLC

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC DRILLING S.A. [ PACD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	06/08/2020		S		1,471,582	D	$1.04	4,733,015	I	See footnotes(1)(2)(3)
Common Stock	06/08/2020		S		1,338,125	D	$1.04	4,303,786	I	See footnotes(1)(2)(4)
Common Stock	06/08/2020		S		1,301,724	D	$1.04	4,186,709	I	See footnotes(1)(2)(5)
Common Stock	06/08/2020		S		628,890	D	$1.04	2,022,688	I	See footnotes(1)(2)(6)
Common Stock	06/09/2020		S		2,024,564	D	$0.8	2,708,451	I	See footnotes(1)(2)(3)
Common Stock	06/09/2020		S		1,840,959	D	$0.8	2,462,827	I	See footnotes(1)(2)(4)
Common Stock	06/09/2020		S		1,790,879	D	$0.8	2,395,830	I	See footnotes(1)(2)(5)
Common Stock	06/09/2020		S		865,212	D	$0.8	1,157,476	I	See footnotes(1)(2)(6)
Common Stock	06/10/2020		S		2,708,451	D	$0.58	0	I	See footnotes(1)(2)(3)
Common Stock	06/10/2020		S		2,462,827	D	$0.58	0	I	See footnotes(1)(2)(4)
Common Stock	06/10/2020		S		2,395,830	D	$0.58	0	I	See footnotes(1)(2)(5)
Common Stock	06/10/2020		S		1,157,476	D	$0.58	0	I	See footnotes(1)(2)(6)

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

1. Name and Address of Reporting Person^*

Strategic Value Partners, LLC

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVP Special Situations III LLC

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVP Special Situations IV LLC

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SVP Special Situations III-A LLC

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Khosla Victor

(Last) (First) (Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are held directly by Rathgar, S.a.r.l., Yellow Sapphire, S.a.r.l., Queens Gate, S.a.r.l. and Kings Forest, S.a.r.l. (together, the "Funds") and may be deemed to be held indirectly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations IV LLC ("Special Situations IV") and SVP Special Situations III-A LLC ("Special Situations III-A"), each as an investment manager, and Victor Khosla ("Mr. Khosla" and, together with Strategic Value Partners, Special Situations III, Special Situations IV, and Special Situations III-A, the "Reporting Persons"), as the sole member of Midwood Holdings, LLC, the managing member of Strategic Value Partners, in each case as described below.

2. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons or the Funds are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any securities of Pacific Drilling S.A. The Reporting Persons and the Funds disclaim such beneficial ownership, except to the extent of their pecuniary interest.

3. Held directly by Rathgar, S.a.r.l., a Luxembourg limited liability company. Special Situations IV is the investment manager of, and exercises discretion over Strategic Value Special Situations Master Fund IV, LP, a Cayman Islands exempted limited partnership, which has an ownership interest in Ranelagh, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Rathgar, S.a.r.l. Strategic Value Partners is the managing member of Special Situations IV. Strategic Value Partners and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla.

4. Held directly by Yellow Sapphire, S.a.r.l., a Luxembourg limited liability company. Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, LP, a Cayman Islands exempted limited partnership, which has an ownership interest in Blue Sapphire, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Yellow Sapphire, S.a.r.l. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla.

5. Held directly by Queens Gate, S.a.r.l., a Luxembourg limited liability company. Strategic Value Partners is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd., a Cayman Islands exempted company, which has an ownership interest in Field Point (Europe) II, LLC, a Delaware limited liability company, which has an ownership interest in Field Point IV, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Queens Gate, S.a.r.l. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla.

6. Held directly by Kings Forest, S.a.r.l., a Luxembourg limited liability company. Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, LP, a Cayman Islands exempted limited partnership, which has an ownership interest in Kings Valley, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Kings Forest, S.a.r.l. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla.

	/s/ James Dougherty, as Chief Financial Officer of Strategic Value Partners, LLC	06/10/2020
	/s/ James Dougherty, as Chief Financial Officer of SVP Special Situations III LLC	06/10/2020
	/s/ James Dougherty, as Chief Financial Officer of SVP Special Situations IV LLC	06/10/2020
	/s/ James Dougherty, as Chief Financial Officer of SVP Special Situations III-A LLC	06/10/2020
	/s/ Victor Khosla	06/10/2020
	** 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.