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Form 8806 - Pride International, Inc.

Name and address of the reporting corporation:

Pride International, Inc.
5847 San Felipe Ste 3300
Houston, TX  77057

Date of transaction:

5/31/11

Description of the transaction

At 9:19 a.m., Eastern Standard Time, on May 31, 2011, ENSCO Ventures LLC, a Delaware limited liability company ("Mergeco"), merged with and into Pride International Inc., a Delaware corporation ("Pride"). Mergeco was an indirect, whollyowned subsidiary of Ensco pIc, a public limited company organized under the laws of England and Wales  ("Ensco"). Pride survived the merger as an indirect, wholly-owned subsidiary of Ensco. Each share of Pride common stock was automatically cancelled and converted into the right to receive (i) 0.4778 of an American depositary shares ("ADS") representing one Class A Ordinary Share of Ensco, and (ii) $15.60 in cash. The limited liability company interests in Mergeco were, in the aggregate, converted into and became one thousand validly issued, fully paid and nonassessable shares of common stock of Pride, as the surviving corporation in the merger. Upon completion of the merger, Ensco indirectly owns all of the issued and outstanding shares of Pride. Accordingly, Ensco acquired control of Pride for purposes of IRS Form 8806, Information Return for Acquisition of Control of Substantial Change in Capital Structure

Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in  the reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to recognize gain (if any).from the exchange of such stock?

Yes

Fair market value of the stock or other property received

Each share of Pride common stock issued and outstanding was converted to the right to receive (i) 0.4778 of an ADS representing one Class A Ordinary Share of Ensco, and (ii) $15.60 in cash. The fair market value of each ADS received by a Pride shareholder ursuanttothemergeris$53.32, determined by the closing price of ENSCOADS on May 31, 2011.

Description of the stock or other property received

Each shareholder of Pride received 0.4778 of an ADSs representing one Class A Ordinary Share of Ensco in exchange for each share of Pride common stock.

Page Last Reviewed or Updated: 01-Mar-2016