Billionaire Carl Icahn‘s Icahn Capital recently filed a Form 13D with the US SEC in which it reported lowering its stake in Transocean Ltd. (NYSE:RIG) by around 16 million shares. The fund now holds 5.48 million shares, which amass 1.50% of the outstanding stock, and previously its stake stood at 21.48 million shares, according to its last 13F filing. The new filing also revealed that Icahn Capital reduced its position in Transocean only to acknowledge “a capital loss for tax planning purposes”, and that it is still satisfied with the work done by Jeremy Thigpen, who is the CEO of the company, and his management team. In addition, it was disclosed that even though under the Settlement Agreement (signed on November 10, 2013) both of Icahn Capital’s director designees should now resign because the fund holds less than 10,817,716 shares, they will maintain their positions on the board of directors as a result of Transocean’s request.
Transocean is a company that provides professional offshore contract drilling services for gas and oil wells. Over the past 12 months, the company’s stock has lost 20.35%. For the second quarter of 2016, Transocean reported EPS of $0.17 and revenue of $943 million, topping the estimates of a loss per share of $0.01 and revenue of $920.73 million. Earlier this month, Jefferies Group lowered its price target to $9 from $10 with a ‘Hold’ rating on Transocean’s stock, Nomura reiterated its ‘Sell’ rating on it, with a price target of $7, Goldman Sachs Group Inc. also repeated its ‘Sell’ rating, and Credit Suisse Group AG upgraded its rating on the stock to ‘Neutral’ from ‘Underperform’ and raised its price target to $8 from $5.
32 hedge funds from our database reported long positions in Transocean (NYSE:RIG) at the end of June, down by seven from the end of March. Among the bullish investors were Jim Simons’ Renaissance Technologies, which owned a position worth around $64.25 million, Paul Marshall and Ian Wace’s Marshall Wace LLP, with a position valued at $20.37 million, Joe Dimenna’s ZWEIG DIMENNA PARTNERS, Ken Griffin’s Citadel Investment Group, and John Thiessen’s Vertex One Asset Management.
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Among investors who lost enthusiasm for investing in Transocean (NYSE:RIG) during the June quarter were Steve Cohen’s Point72 Asset Management, which sold its position valued at the end of March at $28.15 million, Matthew Tewksbury’s Stevens Capital Management, which said goodbye to $6.28 million worth of Transocean’s shares, Alec Litowitz And Ross Laser’s Magnetar Capital, George Hall’s Clinton Group, and Mike Vranos’ Ellington.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 1,095,579 | 0 | 1,095,579 | 0 | 1,095,579 | 0.30% |
| Hopper Investments | 0 | 1,095,579 | 0 | 1,095,579 | 1,095,579 | 0.30% |
| Barberry Corp | 0 | 1,095,579 | 0 | 1,095,579 | 1,095,579 | 0.30% |
| Icahn Partners Master Fund | 1,782,453 | 0 | 1,782,453 | 0 | 1,782,453 | 0.49% |
| Icahn Offshore | 0 | 1,782,453 | 0 | 1,782,453 | 1,782,453 | 0.49% |
| Icahn Partners | 2,599,868 | 0 | 2,599,868 | 0 | 2,599,868 | 0.71% |
| Icahn Onshore | 0 | 2,599,868 | 0 | 2,599,868 | 2,599,868 | 0.71% |
| Icahn Capital | 0 | 4,382,321 | 0 | 4,382,321 | 4,382,321 | 1.20% |
| IPH GP | 0 | 4,382,321 | 0 | 4,382,321 | 4,382,321 | 1.20% |
| Icahn Enterprises Holdings | 0 | 4,382,321 | 0 | 4,382,321 | 4,382,321 | 1.20% |
| Icahn Enterprises G.P. Inc | 0 | 4,382,321 | 0 | 4,382,321 | 4,382,321 | 1.20% |
| Beckton Corp | 0 | 4,382,321 | 0 | 4,382,321 | 4,382,321 | 1.20% |
| Carl C. Icahn | 0 | 5,477,900 | 0 | 5,477,900 | 5,477,900 | 1.50% |
| Date of Transaction Amount of Securities Price High River |
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Page 1 of 16 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.13)*
Transocean Ltd.
(Name of Issuer)
Shares, par value CHF 0.10 per share
(Title of Class of Securities)
H8817H100
(CUSIP Number)
Andrew Langham, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 28, 2016
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*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).
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Page 2 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,095,579
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,095,579
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,579
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.30%
14 TYPE OF REPORTING PERSON
PN
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Page 3 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Hopper Investments LLC
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
1,095,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,095,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,579
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.30%
14 TYPE OF REPORTING PERSON
OO
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Page 4 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Barberry Corp.
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
1,095,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,095,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,579
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.30%
14 TYPE OF REPORTING PERSON
CO
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Page 5 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,782,453
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,782,453
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,453
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Offshore LP
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
1,782,453
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,782,453
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,453
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
2,599,868
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,599,868
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,599,868
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71%
14 TYPE OF REPORTING PERSON
PN
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Page 8 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Onshore LP
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
2,599,868
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,599,868
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,599,868
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71%
14 TYPE OF REPORTING PERSON
PN
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Page 9 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Capital LP
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
4,382,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,382,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,321
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%
14 TYPE OF REPORTING PERSON
PN
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Page 10 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
IPH GP LLC
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
4,382,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,382,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,321
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%
14 TYPE OF REPORTING PERSON
OO
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Page 11 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings 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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
4,382,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,382,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,321
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%
14 TYPE OF REPORTING PERSON
PN
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Page 12 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
4,382,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,382,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,321
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%
14 TYPE OF REPORTING PERSON
CO
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Page 13 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1. NAME OF REPORTING PERSON
Beckton Corp.
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 PROCEEDINGS 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
0
8 SHARED VOTING POWER
4,382,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,382,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,321
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%
14 TYPE OF REPORTING PERSON
CO
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Page 14 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. H8817H100
1 NAME OF REPORTING PERSON
Carl C. Icahn
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,477,900
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,477,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,477,900
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.50%
14 TYPE OF REPORTING PERSON
IN
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Page 15 of 16 – SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 13 to the Schedule 13D relating to the Shares, par value CHF 0.10 per share (the “Shares”), issued by Transocean Ltd. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2013, as amended by Amendment No. 1, filed with the SEC on January 29, 2013, Amendment No. 2, filed with the SEC on March 4, 2013, by Amendment No. 3, filed with the SEC on March 7, 2013, by Amendment No. 4, filed with the SEC on April 4, 2013, by Amendment No. 5, filed with the SEC on April 17, 201, by Amendment No. 6, filed with the SEC on April 19, 2013, by Amendment No. 7, filed with the SEC on April 26, 2013, by Amendment No. 8, filed with the SEC on April 30, 2013, by Amendment No. 9, filed with the SEC on May 2, 2013, by Amendment No. 10, filed with the SEC on May 13, 2013, by Amendment No. 11, filed with the SEC on May 17, 2013, and by Amendment No. 12, filed with the SEC on November 12, 2013, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Initial Schedule 13D is hereby amended to add the following:
The Reporting Persons believe that Jeremy Thigpen, the Chief Executive Officer of the Issuer, and his management team have done an outstanding job given the challenging environment, and the Reporting Persons continue to have confidence in them going forward. The Reporting Persons reduced their position in the Shares in order to recognize a capital loss for tax planning purposes.
Under the Settlement Agreement, dated as of November 10, 2013, entered into between the Issuer and the Reporting Persons, the Reporting Persons agreed to submit the resignation of both of their director designees if the Reporting Persons ceased to beneficially own at least 10,817,716 Shares. Following notification to the Issuer that the Reporting Persons ceased to beneficially own at least 10,817,716 Shares, the Issuer requested, and the Reporting Persons agreed, that both of the Reporting Persons’ director designees would continue to serve on the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 5,477,900 Shares, representing approximately 1.50% of the Issuer’s outstanding Shares (based upon the 365,391,756 Shares stated to be outstanding as of July 26, 2016 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2016).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to 1,095,579 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 1,782,453 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 2,599,868 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price |
| High River | 9/23/2016 | (600,000.00) | $9.26 |
| High River | 9/28/2016 | (2,600,000.00) | $9.92 |
| Icahn Partners | 9/23/2016 | (1,575,601.00) | $9.26 |
| Icahn Partners | 9/28/2016 | (6,169,933.00) | $9.92 |
| Icahn Master | 9/23/2016 | (824,399.00) | $9.26 |
| Icahn Master | 9/28/2016 | (4,230,067.00) | $9.92 |
(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
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Page 16 of 16 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 28, 2016
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn_____________
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 13 – Transocean Ltd.]
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