SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCULLOCH JAMES L

(Last)

(First)

(Middle)

15375 MEMORIAL DRIVE

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBALSANTAFE CORP [ GSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP & Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, $0.01 par value	11/27/2007		D		31,800 ^{( 1 )}	D	$0	0	D
Ordinary Shares, $0.01 par value	11/27/2007		D		13,466 ^{( 2 )}	D	$0	0	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$24.73	11/27/2007		D			21,450	11/27/2007 ^{( 4 )}	01/02/2014	Ordinary Shares, $0.01 par value	21,450	$0 ^{( 3 )}	0	D
Employee Stock Option (right to buy)	$37.48	11/27/2007		D			16,170	11/27/2007 ^{( 6 )}	02/28/2015	Ordinary Shares, $0.01 par value	16,170	$0 ^{( 5 )}	0	D
Stock Appreciation Right	$49.5	11/27/2007		D			45,500	11/27/2007 ^{( 8 )}	01/03/2016	Ordinary Shares, $0.01 par value	45,500	$0 ^{( 7 )}	0	D
Stock Appreciation Right	$61.24	11/27/2007		D			40,000	11/27/2007 ^{( 10 )}	12/07/2016	Ordinary Shares, $0.01 par value	40,000	$0 ^{( 9 )}	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 21, 2007 (the "Merger Agreement") among Transocean Inc. ("Transocean"), GlobalSantaFe Corporation ("GlobalSantaFe"), and Transocean Worldwide Inc., at the effective time of the merger, each outstanding ordinary share of GlobalSantaFe, par value $0.01 per share ("GlobalSantaFe Ordinary Shares") was converted into the right to receive .4757 ordinary shares of Transocean, par value $0.01 per share ("Transocean Ordinary Shares"), having a market value of $129.39 per share Transocean Ordinary Share as of the close of trading on the trading day immediately preceding the effective date of the reclassification of Transocean's ordinary shares and the merger, and $22.46 in cash.

2. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 21, 2007 (the "Merger Agreement") among Transocean Inc. ("Transocean"), GlobalSantaFe Corporation ("GlobalSantaFe"), and Transocean Worldwide Inc., at the effective time of the merger, each outstanding ordinary share of GlobalSantaFe, par value $0.01 per share ("GlobalSantaFe Ordinary Shares") was converted into the right to receive .4757 ordinary shares of Transocean, par value $0.01 per share ("Transocean Ordinary Shares"), having a market value of $129.39 per share Transocean Ordinary Share as of the close of trading on the trading day immediately preceding the effective date of the reclassification of Transocean's ordinary shares and the merger, and $22.46 in cash.

3. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

4. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

5. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

6. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option to purchase GlobalSantaFe Ordinary Shares ("GlobalSantaFe Option") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe Option was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe Option immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

7. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

8. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

9. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

10. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding GlobalSantaFe stock-settled stock appreciation right ("GlobalSantaFe SAR") was assumed by Transocean and became fully vested and exercisable for a number of Transocean Ordinary Shares equal to the number of GlobalSantaFe Ordinary Shares for which such GlobalSantaFe SAR was exercisable immediately prior to the merger multiplied by 0.6368 (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the GlobalSantaFe SAR immediately prior to the merger divided by 0.6368 (rounded up to the nearest whole cent).

	A Krezel, Atty-in-fact	11/28/2007
	** Signature of Reporting Person	Date
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