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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (1) | $ 0 (1) | 04/22/2005 | 05/09/2005 | A | 3,000 | 04/22/2005 | 08/08/1988(3) | Common Stock | 3,000 | $ 0 | 3,000 | D | |||
| Restricted Stock Units (2) | $ 0 (2) | 04/22/2005 | 05/09/2005 | A | 27,000 | 04/28/2006 | 08/08/1988(3) | Common Stock | 2,700 | $ 0 | 2,700 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAUSEN FREDERICK R 3405 DEL MONTE DRIVE HOUSTON, TX 77019 |
X | |||
| /s/ Mark Hay*** | 05/10/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | These "1-for-1" restricted stock units, which were approved by the Issuer?s Board of Directors on July 22, 2004 but were subject to shareholder approval of the 2005 Rowan Companies, Inc. Long-Term Incentive Plan on April 22, 2005 relate to the Reporting Person?s director annual service period that ended April 22, 2005 and became fully vested and nonforfeitable on April 22, 2005. The Reporting Person acknowledged and accepted such restricted stock units on May 9, 2005. |
| (2) | These "1-for-1" restricted stock units, which were approved by the Issuer?s Board of Directors on April 22, 2005, relate to the Reporting Person?s director annual service period that began April 22, 2005 and become fully vested and nonforfeitable on April 28, 2006, which is the next regularly-scheduled annual stockholders? meeting of the Issuer. The Reporting Person acknowledged and accepted such restricted stock units on May 9, 2005. |
| (3) | The payout from the Reporting Person?s restricted stock units account (in Issuer common stock or, at the discretion of the Issurer?s Compensation Committee, in cash) will occur upon the termination date of the Reporting Person?s service on the Board. |
| Remarks: ***See Power of Attorney attached | |