Amended Statement of Beneficial Ownership (sc 13d/a)
11 January 2018 - 9:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)*
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Rowan Companies
plc
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(Name of Issuer)
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Class A Ordinary
Shares, $0.125 par value
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(Title of Class of Securities)
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G7665A101
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(CUSIP Number)
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David Silverman
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
with a copy to:
Marc Weingarten, Esq.
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 8,
2018
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(Date of Event Which Requires Filing of This Statement)
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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 7 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.
G7665A101
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SCHEDULE 13D/A
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Page
2
of 7 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Group, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
5,809,800 Class A Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
5,809,800 Class A Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,809,800 Class A Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No.
G7665A101
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SCHEDULE 13D/A
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Page
3
of 7 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
5,809,800
Class A Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
5,809,800
Class A Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,809,800
Class A Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
G7665A101
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SCHEDULE 13D/A
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Page
4
of 7 Pages
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1
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NAME OF REPORTING PERSON
Clifton S. Robbins
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
5,809,800
Class A Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
5,809,800
Class A Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,809,800 Class A Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
G7665A101
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SCHEDULE 13D/A
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Page
5
of 7 Pages
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This Amendment No. 3 ("
Amendment No. 3
") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on
July 21, 2014 (as amended, the "
Schedule 13D
") with respect to the Class A ordinary shares, $0.125 par value (the
"
Class A Ordinary Shares
"), of Rowan Companies plc, a public limited company organized under the laws of England
and Wales (the "
Issuer
"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have
the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3 and 5(a) – (c) and (e) as set forth below.
This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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The Reporting Persons used
$157,749,216.39 (excluding brokerage commissions) in the aggregate to purchase the Class A Ordinary Shares reported in this Schedule 13D.
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The source of the funds used to acquire the Class A Ordinary Shares reported herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(a) – (b) The responses
of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As
of the date hereof, the Reporting Persons beneficially own an aggregate of 5,809,800 Class A Ordinary Shares, which Class A Ordinary
Shares may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately
4.6% of the outstanding Class A Ordinary Shares. All percentages set forth herein are based upon a total of 126,253,099 Class A Ordinary
Shares outstanding as of October 25, 2017, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September
30, 2017, filed with the SEC on November 1, 2017.
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For purposes of disclosing the number of Class A Ordinary Shares beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Class A Ordinary Shares that are owned beneficially and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such Class A Ordinary Shares for all other purposes.
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(c) Information concerning transactions in the Class A Ordinary Shares effected by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.
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(e) January 10, 2018.
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CUSIP No.
G7665A101
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SCHEDULE 13D/A
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Page
6
of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: January 10, 2018
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BLUE HARBOUR GROUP, LP
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By: Blue Harbour Holdings, LLC, its general partner
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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blue harbour holdings,
llc
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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By:
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/s/ Clifton S. Robbins
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Clifton S. Robbins
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CUSIP No.
G7665A101
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SCHEDULE 13D/A
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Page
7
of 7 Pages
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Schedule I
TRANSACTIONS IN CLASS A ORDINARY SHARES BY THE
REPORTING PERSONS
The following tables set forth all transactions
in the Class A Ordinary Shares effected by each of the Reporting Persons in the past sixty days. The price reported in the column
Price Per Share ($) is a weighted average price if a price range is indicated in the column Price Range ($). These shares of Common
Stock were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting Persons will undertake
to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each
separate price.
Manager
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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Price Range ($)
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01/08/2018
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(1,030,000)
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16.94
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16.79-17.06
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01/09/2018
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(908,612)
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16.64
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16.46-16.79
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01/10/2018
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(1,000,000)
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16.51
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16.43-16.58
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