UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 (Name of Issuer)

 (Title of Class of Securities)

 (CUSIP Number)

Mr. Chris Bell

+44 1865 248 248

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

(Page 1 of 6 Pages)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

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This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the common stock, par value $1.00 per share (the "Shares"), of Atwood Oceanics Inc. (the "Issuer"), whose principal executive offices are located at 15011 Katy Freeway, Suite 800, Houston, Texas, TX 77094.

(a-c, f) This Schedule 13D is filed on behalf of OxFORD Asset Management LLP ("OxFORD" or the "Reporting Person").

This Schedule 13D relates to Shares held for the account of OxAM Quant Fund Limited, a Cayman Islands exempted company ("OxAM"). OxAM has in place an Investment Advisory Agreement with OxFORD, pursuant to which Oxford serves as the investment adviser to OxAM.  In such capacity, OxFORD may be deemed to exercise the voting and dispositive power over the Shares held for the account of OxAM.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person acquired the Shares for investment purposes and in the ordinary course of its business, pursuant to investment strategies, because OxFORD, as investment adviser, believed that the Shares, when purchased, represented an attractive investment opportunity. The investment opportunity arose in connection with the proposed merger of the Issuer with Ensco PLC.  Upon consummation of the proposed merger, holders of Shares will receive 1.6 shares of Ensco PLC common stock for every one Share, and the Shares will be cancelled.

The Reporting Person expects to review from time to time its investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all

 

or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.

 Except as set forth above, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

(a) As of July 21, 2017, OxFORD may be deemed to be the beneficial owner of 4,279,024 Shares held for the account of OxAM, which equates to approximately 5.3% of the total number of Shares outstanding.

The percentages noted herein are based on 80,519,422 Shares reported as outstanding as of May 1, 2017, in the Issuer's quarterly report on Form 10-Q, dated March 31, 2017.

(b) The beneficial ownership figure reported in Item 5(a) reflects the Reporting Person's sole power to vote or to direct the vote the Shares and sole power to dispose or to direct the disposition of the Shares.

(c) The trading dates, number of Shares acquired and disposed of, the price per share and how the transactions were effected for all transactions in the Shares by the Reporting Person within the past sixty days are set forth in Exhibit A.

(d) OxAM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.

(e) This Item 5(e) is not applicable.

 

 

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.

	OxFORD Asset Management LLP
	By:  /s/ Martin Byman
	Name: Martin Byman
	Title: Chief Operating Officer

 

 

July 21, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

 

EXHIBIT A

SCHEDULE OF TRANSACTIONS

Each of the following transactions was effected by the Reporting Person in the open market, through a broker, for the account of OxAM.