SEC Form 4 · accession 0000921895-17-002958

GULFMARK OFFSHORE INC · GLF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

William C Martin

Director · 10% Owner

Raging Capital Management, LLC

Director · 10% Owner

Period of report

Dec 21, 2017

Accepted (ET)

Dec 26, 2017 · 5:27 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001030749

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.01 par value^F1,F2,F4	Dec 21, 2017	S	8,334	$19.00	D	0	I	By Raging QP
Common Stock, $0.01 par value^F1,F3,F4	holding	—	—		—	5,533	I	By Raging Offshore
Common Stock, $0.01 par value^F1,F5	holding	—	—		—	2,193,981	I	By RC GLF
Common Stock, $0.01 par value^F1	holding	—	—		—	54	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants (right to buy)^F1,F2,F3,F4	$100.00	holding	—	—	—	Nov 14, 2017	Nov 14, 2024	Common Stock, $0.01 par value	149,900	149,900	I
Warrants (right to buy)^F1	$100.00	holding	—	—	—	Nov 14, 2017	Nov 14, 2024	Common Stock, $0.01 par value	586	586	D

Explanation of responses

F1This Form 4 is filed jointly by Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of common stock (the "Shares"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Kenneth H. Traub, a Managing Partner at Raging Capital, is a director of the Issuer. Accordingly, each of Raging Capital and Mr. Martin may be deemed to be a director by deputization of the Issuer.
F2Held directly by Raging Capital Fund (QP), LP ("Raging QP").
F3Held directly by Raging Capital Offshore Fund, Ltd. ("Raging Offshore").
F4Mr. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging QP and Raging Offshore (collectively, the "Raging Funds") have delegated to Raging Capital sole investment authority with respect to the securities held by the Raging Funds pursuant to an Investment Management Agreement, dated November 9, 2012 (the "IMA"). The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice. As a result, each of Raging Capital and Mr. Martin may be deemed to beneficially own the securities held by the Raging Funds. Each of the Raging Funds specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
F5Held directly by RC GLF 1, LP ("RC GLF"). Raging Capital is the General Partner of RC GLF. Mr. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. RC GLF has delegated to Raging Capital the sole authority to vote and dispose of the securities held by RC GLF pursuant to its Limited Partnership Agreement, dated July 17, 2017 (the "LPA"), which authority may not be terminated by RC GLF upon less than sixty-one days' written notice to Raging Capital. As a result, each of Raging Capital and Mr. Martin may be deemed to beneficially own the securities held by RC GLF. RC GLF specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the LPA.
F6Represents a sale of all 8,334 shares Raging QP received in exchange for its pre-bankruptcy shares of the Issuer in connection with the Issuer's emergence from bankruptcy on November 14, 2017.