Statement of Changes in Beneficial Ownership (4)
November 15 2018 - 4:19PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rubio Samuel R
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2. Issuer Name
and
Ticker or Trading Symbol
GULFMARK OFFSHORE INC
[
GLF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP and CFO
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(Last)
(First)
(Middle)
842 W. SAM HOUSTON PARKWAY N., STE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2018
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(Street)
HOUSTON, TX 77024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/15/2018
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D
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196
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D
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(1)
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9483
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D
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Common Stock
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11/15/2018
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D
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9483
(2)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (Right to Buy)
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$100
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11/15/2018
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D
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2115
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11/14/2017
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11/14/2024
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Common Stock
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2115
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(3)
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0
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D
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Explanation of Responses:
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(1)
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Each share of common stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2018, between Tidewater Inc. ("Tidewater") and the Issuer, in exchange for (1) 1.100 shares of common stock of Tidewater and (2) any applicable cash in lieu of fractional shares of common stock of Tidewater.
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(2)
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As previously reported, the reporting person received a grant of restricted stock units representing a contingent right to receive the equivalent number of shares of common stock of the Issuer for no consideration that vest in one-third increments on each of the first three anniversaries of April 13, 2018. On November 15, 2018, each restricted stock unit was disposed of pursuant to the Merger Agreement in exchange for restricted stock units of Tidewater representing a contingent right to receive 1.100 shares of common stock of Tidewater on substantially similar terms, as described in more detail in the Merger Agreement.
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(3)
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The warrants were assumed by Tidewater pursuant to the Merger Agreement and converted automatically into a warrant representing a right to acquire shares of common stock of Tidewater on substantially the same terms, as described in more detail in the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rubio Samuel R
842 W. SAM HOUSTON PARKWAY N.
STE 400
HOUSTON, TX 77024
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Senior VP and CFO
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Signatures
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/s/ Samuel R. Rubio
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11/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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