| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/14/2024 |
3. Issuer Name and Ticker or Trading Symbol
DIAMOND OFFSHORE DRILLING, INC. [ DO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 42,936 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Common Stock | 20,118 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 17,158 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 60,053 | (2) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 17,248 | (2) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 20,080 | (2) | D | |
| Explanation of Responses: |
| 1. These restricted stock units were part of an award of 60,354 restricted stock units on July 1, 2021 that vest in in three equal annual installments on July 1, 2022, July 1, 2023 and July 1, 2024. The first two installments vested on July 1, 2022 and July 1, 2023, respectively, and these remaining restricted stock units vest on July 1, 2024. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date. |
| 2. Each restricted stock unit represents a contingent right to receive one share of common stock. |
| 3. These restricted stock units were part of an award of 25,737 restricted stock units on May 12, 2022 that vest in three equal annual installments on May 12, 2023, May 12, 2024 and May 12, 2025. The first installment vested on May 12, 2023, and these remaining restricted stock units vest in equal annual installments on May 12, 2024 and May 12, 2025. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date. |
| 4. The restricted stock units were awarded on May 12, 2022 and vest based on the level of the highest 30 consecutive trading day volume-weighted average price of the common stock of the issuer achieved during the three-year period commencing on the grant date (unless terminated earlier in connection with a "change in control" (as defined in the award agreement)). One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date. |
| 5. These restricted stock units were part of an award of 25,874 restricted stock units on January 18, 2023 that vest in three equal annual installments on January 18, 2024, January 18, 2025 and January 18, 2026. The first installment vested on January 18, 2024, and these remaining restricted stock units vest in equal annual installments on January 18, 2025 and January 18, 2026. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date. |
| 6. The restricted stock units were awarded on January 15, 2024 and vest in three equal annual installments on January 15, 2025, January 15, 2026 and January 15, 2027. One share of common stock will be delivered with respect to each vested restricted stock unit within 30 days after the applicable vesting date. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Terence W. Waldorf Attorney-in-Fact for Jon L. Richards | 03/15/2024 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of David L. Roland and Terence W. Waldorf each of them signing singly (with full power to each of them to act alone), the undersigned’s true and lawful attorney-in-fact to:
(a) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director or executive officer of Diamond Offshore Drilling, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(b) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(c) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2024.
/s/ Jon L. Richards
Jon L. Richards