UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.5 )
NOBLE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
H5833N103
(CUSIP Number)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1 Name of Reporting Person
WHV Investments, Inc.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group
(a) |_|
(b) |_|
3 SEC USE ONLY
4 Citizenship or Place of Organization
Washington, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 Sole Voting Power
7,755,625
6 Shared Voting Power
130,880
7 Sole Dispositive Power
0
8 Shared Dispositive Power
8,208,930
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,208,930
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented by Amount in Row 9
3.26%
12 Type of Reporting Person
IA
1 Name of Reporting Person
Hirayama Investments, LLC
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group
(a) |_|
(b) |_|
3 SEC USE ONLY
4 Citizenship or Place of Organization
Washington, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 Sole Voting Power
0
6 Shared Voting Power
130,880
7 Sole Dispositive Power
0
8 Shared Dispositive Power
8,208,930
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,208,930
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares |_|
11 Percent of Class Represented by Amount in Row 9
3.26%
12 Type of Reporting Person
IA
Item 1(a). Name of Issuer:
Noble Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
Dorfstrasse 19A
Baar, Switzerland 6340
Item 2(a). Names of Person Filing:
WHV Investments, Inc.("WHV")
Hirayama Investments, LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
WHV Investments, Inc.
301 Battery Street, Suite 400
San Francisco, CA 94111-3203
United States
Hirayama Investments, LLC
301 Battery Street, Suite 400
San Francisco, CA 94111-3203
United States
Item 2(c). Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
H5833N103
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Exchange Act.
(b) |_| Bank as defined in section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 .
(e) |X| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
1. WHV Investments, Inc.
(a) Amount beneficially owned: 8,208,930
(b) Percent of class: 3.26%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 7,755,625
(ii) Shared power to vote or to direct the vote: 130,880
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,208,930
2. Hirayama Investments, LLC
(a) Amount beneficially owned: 8,208,930
(b) Percent of class: 3.26%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 130,880
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,208,930
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the individual
directors, executive officers, and/or shareholders of WHV might be deemed the
"beneficial owners" of some or all of the securities to which this Schedule
13G/A relates in that they might be deemed to share the power to direct the
voting or disposition of such securities. Neither the filing of this
Schedule 13G/A nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the beneficial
owner of any of the securities to which this Schedule 13G/A relates, and
such beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
X This statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security
Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having
that purpose or effect.
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.
Dated: February 6, 2015
WHV Investments, Inc.
By: /s/ Lawrence Hing
Lawrence Hing
Its: Chief Compliance Officer
Dated: February 6, 2015
Hirayama Investments, LLC
By: /s/ Lawrence Hing
Lawrence Hing
Its: Chief Compliance Officer
Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchanges
Act of 1934, as amended, the undersigned hereby agrees that the
foregoing statement on Schedule 13G/A, is filed on behalf of each
of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of information
concerning the others, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
on the 6th day of February, 2015.
WHV Investments, Inc.
By: /s/ Lawrence Hing
Date: February 6, 2015 Its: Chief Compliance Officer
Hirayama Investments, LLC
By: /s/ Lawrence Hing
Date: February 6, 2015 Its: Chief Compliance Officer