| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Transocean Partners LLC [ RIGP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Units | 12/09/2016 | M | 11,435 | A | $0(1) | 12,935 | D | |||
| Common Units | 12/09/2016 | F | 5,375 | D | $17.83(3) | 7,560 | D | |||
| Common Units | 12/09/2016 | D | 7,560 | D | (4) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Units(1) | $0 | 12/09/2016 | M | 4,980 | (1) | (2) | Common Units | 4,980 | $0 | 0 | D | ||||
| Phantom Units(1) | $0 | 12/09/2016 | M | 6,455 | (1) | (2) | Common Units | 6,455 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Immediately prior to the Merger, all of the reporting person's phantom units granted pursuant to Transocean Partners' long-term incentive plan on May 4, 2015 and May 5, 2016 vested in full, and an equal number of Transocean Partners common units were deemed issued in settlement thereof. The phantom units are 1-for-1 common unit equivalents. |
| 2. Not Applicable. |
| 3. Common units automatically withheld upon vesting to satisfy tax withholding obligations. |
| 4. Disposition in connection with the Merger. At the effective time of the Merger, each outstanding common unit of Transocean Partners was converted into the right to receive 1.2000 Transocean Ltd. shares. |
| Remarks: |
| In connection with the merger of a wholly owned subsidiary of Transocean Ltd. with and into Transocean Partners LLC ("Transocean Partners") effective on December 9, 2016 (the "Merger"), the reporting person resigned from the board of directors of Transocean Partners. As a result, the reporting person is no longer subject to Section 16 in connection with transactions in the equity securities of Transocean Partners and will no longer report any such transactions on Form 4 or Form 5. |
| /s/ Daniel Ro-Trock by Power of Attorney | 12/13/2016 | |
| ** 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). | ||
| 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. | ||
