Item 3.02. Unregistered Sales of Equity Securities

On December 10, 2012, Vantage Drilling Company ("Vantage") issued 5,000,000 ordinary shares, $0.001 par value (the "Shares"), to Tomdrill Corp. pursuant to an agreement whereby Vantage's agent elected to receive a set number of Vantage shares in exchange for a reduction in the cash consideration that would have otherwise been payable over the term of Vantage's eight year drilling contract for the ultra-deepwater drillship Titanium Explorer. As a result of the share issuance, the cash consideration that would have otherwise been payable to Vantage's agents over the term of the contract has been reduced by approximately $10 million.

The Shares were not subject to issuance until acceptance of the Titanium Explorer for commencement of operations by Vantage's client, which occurred on December 7, 2012.

The Shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 144 promulgated under the Act.

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