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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 | ||||||||
Debenture due 2009 | $ 14.0625 | 05/10/2005 | C | 35,556 | 05/22/2000(2) | 05/22/2009 | Common Stock | 35,556 | $ 0 | 0 | D | ||||
Option (Right to Buy) | $ 13.12 | 05/10/2005 | M | 35,079 | 09/20/2002(3) | 09/20/2011 | Common Stock | 35,079 | $ 0 | 11,693 | D | ||||
Option (Right to Buy) | $ 15.25 | 05/10/2005 | M | 12,500 | 04/25/1997(4) | 04/25/2006 | Common Stock | 12,500 | $ 0 | 0 | D | ||||
Option (Right to Buy) | $ 19.625 | 05/10/2005 | M | 15,000 | 04/25/1998(5) | 04/25/2007 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
Option (Right to Buy) | $ 21.19 | 05/10/2005 | M | 50,000 | 04/25/2004(6) | 04/25/2013 | Common Stock | 50,000 | $ 0 | 250,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCNEASE DANIEL F 2800 POST OAK BLVD SUITE 5450 HOUSTON, X1 77056-6127 |
X | Chairman, President and CEO |
/s/ Daniel F. McNease | 05/11/2005 | |
**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) | Reflects the Reporting Person's aggregated directly-owned and indirectly-owned shares (8,580), the latter being shares in the Rowan Common Stock Fund under the Company's 401(k) plan (a unitized plan) at April 30, 2005, such number of shares, which fluctuate, being calculated as equivalent values based upon the value of the total units divided by the corresponding closing price of the underlying Rowan Common Stock on that date. |
(2) | On May 10, 2005, the Reporting person converted $500,000 principal amount of Series B floating Rate Convertible Subordinated Debenture due 2009 (the "Debenture") into 500 shares of Series B Preferred Stock (the "Preferred Stock") at a conversion price of $1,000 per share of Preferred Stock, which Preferred Stock was then converted into 35,556 shares of Common Stock at a conversion ratio equal to the $500,000 principal amount of Debenture divided by the per share conversion price shown in column 2, or $14.0625. Column 9 reflects that this debenture has been fully converted. |
(3) | This Option vests in four installments on September 20, 2002, 2003, 2004 and 2005 with the first three being exercised herein. |
(4) | This Option vested in four installments on April 25, 1997, 1998, 1999 and 2000. |
(5) | This Option vested in four installments on April 25, 1998, 1999, 2000 and 2001. |
(6) | This Option vests in four installments on April 25, 2004, 2005, 2006 and 2007 with 50,000 shares of the first being exercised herein. |