Item 1.
Security and Issuer
This amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”) on July 21, 2017 (the “Original Schedule 13D”) and is being filed by the undersigned, pursuant to §240.13d-2(a),
with respect to
the common stock, par value $1.00 per share (the “Shares”), of Atwood Oceanics Inc. (the “Issuer”), whose principal executive offices are located at
15011 Katy Freeway, Suite 800, Houston, Texas, TX 77094.
This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Person
.
Item 2.
Identity and Background
Item 2 of the Schedule 13D is hereby restated in its entirety as follows:
(
a-c,f) This Schedule 13D
is filed on behalf of OxFORD Asset Management LLP (“OxFORD” or the “Reporting Person”).
This Schedule 13D relates to Shares
held for the account of OxAM Quant Fund Limited, a Cayman Islands exempted company (“OxAM”). OxAM has in place an Investment Advisory Agreement with OxFORD, pursuant to which Oxford serves as the investment adviser to OxAM. In such capacity, OxFORD may be deemed to exercise the voting and dispositive power over the Shares held for the account of OxAM.
The address of the principal business office of OxFORD is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW. OxFORD is a limited liability partnership incorporated in England and Wales.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws
.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On October 6, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2017 (the “Merger Agreement”), by and among the Issuer, Ensco plc, a public limited company organized under the laws of England and Wales (“Ensco”), and Echo Merger Sub LLC, a Texas limited liability company (“Merger Sub”), Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer continuing to survive as a wholly owned subsidiary of Ensco. In connection with the Merger, each outstanding Share was converted into the right to receive 1.60 Ensco Class A ordinary shares, nominal value $0.10 per share. As a result of the Merger, the Reporting Person no longer may be deemed to beneficially own any Shares.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which
is on file with the Securities and Exchange Commission as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on May 30, 2017.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) As of October 6, 2017, and the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares.
(c)
Information concerning transactions in the Shares effected by the Reporting Person since the filing of the Original Schedule 13D is set forth in
Exhibit B
hereto and is incorporated herein by reference.
(d) OxAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.
(e) On October 6, 2017 the Reporting Person ceased to be the beneficial owner of more than five percent of Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Schedule 13D is incorporated by reference herein.
Item 7.
Material to be Filed as Exhibits.
Exhibit B:
Schedule of Transactions, in response to Item 5(c)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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OxFORD Asset Management LLP
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By: /s/ Richard Blastland
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Name: Richard Blastland
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Title: Chief Financial Officer
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October 11, 2017
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
