Statement of Changes in Beneficial Ownership (4)
June 10 2020 - 5:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Avenue Capital Management II, L.P. |
2. Issuer Name and Ticker or Trading Symbol
PACIFIC DRILLING S.A.
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PACD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2020 |
(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK | 6/8/2020 | 6/8/2020 | S | | 4570389 | D | $1.0279 | 13590442 | I | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Collectively, the securities (the "Common Shares") reported in this Form 4 are held directly by: (i) Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund, L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (the "US Funds") and (ii) Avenue ASRS Europe Opportunities Fund, L.P., Avenue Europe Opportunities Master Fund, L.P., Avenue Europe Special Situations Fund III (Euro), L.P., and Avenue Europe Special Situations Fund III (U.S.), L.P. (the "Euro Funds" and together with the US Funds, the "Funds"). |
(2) | Avenue Capital Management II, L.P. is the investment manager of the US Funds and may be deemed to have voting and dispositive power over the 9,634,765 Common Shares owned by such entities. Avenue Europe International Management, L.P. is the investment manager of the Euro Funds and may be deemed to have voting and dispositive power over the 3,955,677 Common Shares owned by such entities. |
(3) | Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC. Mr. Lasry may be deemed to be the indirect beneficial owner of the securities reported by the Funds by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Exchange Act) is a fractional interest in such amount. |
Remarks: This Form 4 is being filed in two parts. This is Part 1 of 2. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Avenue Capital Management II, L.P. C/O AVENUE CAPITAL GROUP 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Avenue Capital Management II GenPar, LLC C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Avenue Energy Opportunities Fund II, L.P. C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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AVENUE PPF OPPORTUNITIES FUND, L.P. C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Avenue Energy Opportunities Fund, L.P. C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Avenue Special Opportunities Fund II, L.P. C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Avenue Strategic Opportunities Fund, L.P. C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR NEW YORK, NY 10036 |
| X |
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Signatures
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AVENUE CAPITAL MANAGEMENT II, L.P.
By: Avenue Capital Management II GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
AVENUE CAPITAL MANAGEMENT II GENPAR, LLC
By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
Avenue Energy Opportunities Fund II, L.P.
By: Avenue Energy Opportunities Partners II, LLC, its General Partner By: GL Energy Opportunities Partners II, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
AVENUE PPF OPPORTUNITIES FUND, L.P.
By: Avenue PPF Opportunities Fund GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
AVENUE ENERGY OPPORTUNITIES FUND, L.P.
By: Avenue Energy Opportunities Partners, LLC, its General Partner By: GL Energy Opportunities Partners, LLC, its Managing Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
AVENUE SPECIAL OPPORTUNTIES FUND II, L.P.
By: Avenue SO Capital Partners II, LLC, its General Partner
By: GL SO Partners II, LLC, its Sole Member
By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
AVENUE STRATEGIC OPPORTUNITIES FUND, L.P.
By: Avenue Strategic Opportunities Fund GenPar, LLC, its General Partner By: GL Strategic Opportunities Partners, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member | | 6/10/2020 |
**Signature of Reporting Person | Date |
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