Paragon Offshore (PGNPQ) Form 4 PARAGON OFFSHORE / Andrew W Tietz 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^*

Tietz Andrew W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP: Marketing and Contracts

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016

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 of the Issuer, par value $0.01 per share	03/10/2016		M		44,810	A	(1)	69,090.76	D
Ordinary Shares of the Issuer, par value $0.01 per share	03/10/2016		F		14,631	D	$0.29	54,459.76	D

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)	03/10/2016		M			44,810	(1)	(1)	Ordinary Shares of the Issuer, par value $0.01 per share	44,810	$0	89,620	D
Restricted Stock Units(2)	(2)							(2)	(2)	Ordinary Shares of the Issuer, par value $0.01 per share	5,334		5,334	D
Restricted Stock Units(3)	(3)							(3)	(3)	Ordinary Shares of the Issuer, par value $0.01 per share	21,142		21,142	D
Restricted Stock Units(4)	(4)							(4)	(4)	Ordinary Shares of the Issuer, par value $0.01 per share	31,712		31,712	D

Explanation of Responses:

1. Restricted stock units, which are one-for-one ordinary share equivalents, acquired by the reporting person on February 20, 2015 pursuant to the Issuer's long term incentive plan and vest in three equal annual installments beginning on the first anniversary of the grant date. The vesting of these restricted stock units was delayed due to the Issuer's commencement of proceedings under chapter 11 of the United States Bankruptcy Code.

2. Restricted stock units, which are one-for-one ordinary share equivalents, acquired by the reporting person on August 14, 2014 pursuant to to anti-dilution provisions set forth in the Issuer's long term incentive plan in connection with the previously announced pro-rata distribution of 100% of the outstanding ordinary shares of the Issuer to the shareholders of Noble Corporation plc.

3. Restricted stock units, which are one-for-one ordinary share equivalents, acquired by the reporting person on August 14, 2014 pursuant to the Issuer's long term incentive plan and vest in three equal annual installments beginning on the first anniversary of the grant date.

4. Restricted stock units, which are one-for-one ordinary share equivalents, acquired by the reporting person on August 14, 2014 pursuant to the Issuer's long term incentive plan and vest on the third anniversary of the grant date.

Remarks:

	/s/ Ryan Tarkington, as Attorney-in-Fact	03/14/2016
	** 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).
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