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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call Option (right to buy) | $ 35 | 09/02/2014 | S | 10,000 | 01/16/2015 | 01/16/2015 | Ordinary Shares | 1,000,000 | $ 0.475 | 0 | I | See footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FIR TREE INC. 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY 10017 |
X | |||
Fir Tree Value Master Fund, L.P. C/O FIR TREE, INC. 505 FIFTH AVENUE, 23RD FLOOR NEW YORK, NY 10017 |
X |
/s/ James Walker, Managing Director of Fir Tree, Inc. | 09/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ James Walker, Authorized Person of Fir Tree Value Master Fund, L.P. | 09/03/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The filing of this Form 4 shall not be construed as an admission that Fir Tree, Inc. ("Fir Tree") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the ordinary shares, par value $0.01 per share (the "Ordinary Shares"), of Noble Corporation plc (the "Issuer") owned by Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Value" and together with Fir Tree, the "Reporting Persons"). Pursuant to Rule 16a-1, Fir Tree disclaims such beneficial ownership. |
(2) | Fir Tree, L.L.C., the general partner of Fir Tree Value, and Fir Tree, the investment manager of Fir Tree Value, hold indirectly the Ordinary Shares through the account of Fir Tree Value; Jeffrey Tannenbaum, the principal of Fir Tree, L.L.C. and Fir Tree, at the time of the transaction, controlled the disposition and voting of the Ordinary Shares. Fir Tree, L.L.C. receives a performance-based allocation and Fir Tree receives an asset-based fee from Fir Tree Value. |