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EX-3.1 - EXHIBIT - Transocean Ltd.exhibit31articlesassoc.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 22, 2013
 
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
 
Switzerland
 
000-53533
 
98-0599916
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
10 Chemin de Blandonnet
1214 Vernier, Geneva
Switzerland
 
CH-1214
(Address of principal executive offices)
 
(zip code)
 
Registrant’s telephone number, including area code: +41 (22) 930-9000
 
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 16, 2013, Transocean Ltd. ("Transocean") amended its articles of association (as amended, the "Articles of Association") to delete the provisions in Article 5 referencing Board authorization to issue shares out of Transocean's authorized share capital.

The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association as of August 16, 2013, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits
 
(d)  Exhibits.
 
The exhibit to this report furnished pursuant to item 7.01 is as follows:
 
Exhibit No.
 
Description
 
 
 
 
 
3.1

 
Articles of Association of Transocean Ltd. as of August 16, 2013
 
 






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
TRANSOCEAN LTD.
 
 
 
 
Date: August 22, 2013
By
/s/ Jill S. Greene
 
 
Jill S. Greene
 
 
Authorized Person





Index to Exhibits
 
Exhibit
 
 
Number
 
Description
 
 
 
3.1

 
Articles of Association of Transocean Ltd. as of August 16, 2013