SEC Form 4 · accession 0000921895-18-003114

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

Nov 15, 2018

Accepted (ET)

Nov 19, 2018 · 7:16 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	D/I	Nature of ownership
Common Stock, $0.01 par value^F1,F2,F5	Nov 15, 2018	U	5,533	—	D	I	By Raging Offshore
Common Stock, $0.01 par value^F1,F3,F6	Nov 15, 2018	U	2,193,981	—	D	I	By RC GLF
Common Stock, $0.01 par value^F1,F7	Nov 15, 2018	U	54	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants (right to buy)^F1,F2,F8	$100.00	Nov 15, 2018	U	59,811	D	Nov 14, 2017	—	Common Stock, $0.01 par value	59,811	I
Warrants (right to buy)^F1,F4,F9	$100.00	Nov 15, 2018	U	90,089	D	Nov 14, 2017	—	Common Stock, $0.01 par value	90,089	I
Warrants (right to buy)^F1,F10	$100.00	Nov 15, 2018	U	586	D	Nov 14, 2017	—	Common Stock, $0.01 par value	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"). Mr. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Each of the Reporting Persons may have been deemed to be a member of a Section 13(d) group that collectively owned more than 10% of the Issuer's outstanding shares of common stock. 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, was a director of the Issuer. Accordingly, each of Raging Capital and Mr. Martin may have been deemed to be a director by deputization of the Issuer.
F10Warrants were assumed by Tidewater pursuant to the Merger and automatically converted into the right to receive 644 shares of common stock of Tidewater upon payment to Tidewater of the exercise price ($100 per share), subject to the other terms and conditions of the Issuer warrant agreement, and the right to receive cash in lieu of a fraction of one share of Tidewater.
F2Held directly by Raging Capital Offshore Fund, Ltd. ("Raging Offshore"). Raging Offshore has delegated to Raging Capital sole investment authority with respect to the securities held by Raging Offshore 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 Raging Offshore. Raging Offshore 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.
F3Held directly by RC GLF 1, LP ("RC GLF"). RC GLF has delegated to Raging Capital sole investment authority with respect to 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.
F4Held directly by Raging Capital Fund (QP), LP ("Raging QP"). Raging QP has delegated to Raging Capital sole investment authority with respect to the securities held by Raging QP pursuant to 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 Raging QP. Raging QP 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.
F5Disposed of pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger between the Issuer and Tidewater Inc. ("Tidewater"), dated July 15, 2018 (the "Merger"), in exchange for 6,086 shares of common stock of Tidewater and cash in lieu of a fraction of one share of Tidewater.
F6Disposed of pursuant to the Merger in exchange for 2,413,379 shares of common stock of Tidewater and cash in lieu of a fraction of one share of Tidewater.
F7Disposed of pursuant to the Merger in exchange for 59 shares of common stock of Tidewater and cash in lieu of a fraction of one share of Tidewater.
F8Warrants were assumed by Tidewater pursuant to the Merger and automatically converted into the right to receive 65,792 shares of common stock of Tidewater upon payment to Tidewater of the exercise price ($100 per share), subject to the other terms and conditions of the Issuer warrant agreement, and the right to receive cash in lieu of a fraction of one share of Tidewater.
F9Warrants were assumed by Tidewater pursuant to the Merger and automatically converted into the right to receive 99,097 shares of common stock of Tidewater upon payment to Tidewater of the exercise price ($100 per share), subject to the other terms and conditions of the Issuer warrant agreement, and the right to receive cash in lieu of a fraction of one share of Tidewater.