| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
SCHEDULE 13D/A (Amendment No. 5) | |
| Under the Securities Exchange Act of 1934 | |
Seadrill Limited | |
| (Name of Issuer) | |
Common Shares, par value $0.01 per share | |
| (Title of Class of Securities) | |
G7997W102 | |
| (CUSIP Number) | |
Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th Floor West Palm Beach, FL 33401
with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
June 11, 2024 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 5 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G7997W102 | Schedule 13D/A | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON Elliott Investment Management L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 4,164,422 | ||
| 8 | SHARED VOTING POWER -0- | |||
| 9 | SOLE DISPOSITIVE POWER 4,164,422 | |||
| 10 | SHARED DISPOSITIVE POWER -0- | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,164,422 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |||
| 14 | TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. G7997W102 | Schedule 13D/A | Page 3 of 5 Pages |
The following constitutes Amendment No. 5 to the Schedule 13D (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated to read as follows: | |
| Item 4 of the Schedule 13D is incorporated herein by reference. | |
| The aggregate cost of the Common Shares reported herein is approximately $80,400,513. | |
| The Reporting Person may effect purchases of the Common Shares through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in the Common Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Common Shares. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a)-(c) of the Schedule 13D are hereby amended and restated to read as follows: | |
| (a) See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Common Shares and percentage of Common Shares beneficially owned by the Reporting Person. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Person is based upon 74,061,339 admitted Common Shares as set forth on the Euronext website as of the date hereof. | |
| (b) See rows (7) through (10) of the cover page to this Schedule 13D for the Common Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) The transactions in the Common Shares effected by the Reporting Person since the filing of Amendment No. 4, which were all in the open market, are set forth on Schedule 1 attached hereto. | |
| CUSIP No. G7997W102 | Schedule 13D/A | Page 4 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: June 13, 2024
| Elliott Investment Management L.P. | |
| /s/ Elliot Greenberg | |
| Name: Elliot Greenberg | |
| Title: Vice President |
| CUSIP No. G7997W102 | Schedule 13D/A | Page 5 of 5 Pages |
SCHEDULE 1
Transactions in the Common Shares of the Issuer by the Reporting Person Since the Filing of Amendment No. 4
The following table sets forth all transactions in the Common Shares effected since the filing of Amendment No. 4 by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes commissions.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 05/23/2024 | (31,684) | 51.08 |
| 05/28/2024 | (78,655) | 51.89 |
| 05/29/2024 | (14,945) | 51.27 |
| 05/30/2024 | (12,023) | 51.10 |
| 05/31/2024 | (23,188) | 51.63 |
| 06/03/2024 | (51,441) | 50.16 |
| 06/04/2024 | (28,313) | 48.97 |
| 06/05/2024 | (100,000) | 49.54 |
| 06/06/2024 | (24,947) | 49.50 |
| 06/07/2024 | (21,400) | 49.26 |
| 06/10/2024 | (111,353) | 51.59 |
| 06/11/2024 | (102,994) | 51.31 |
| 06/12/2024 | (39,625) | 51.69 |
| 06/13/2024 | (13,503) | 50.23 |