SEC Form 3 · accession 0001209191-18-043881
GULFMARK OFFSHORE INC · GLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
TIDEWATER INC
10% Owner
Period of report
Jul 15, 2018
Accepted (ET)
Jul 25, 2018 · 4:12 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| No securities beneficially ownedF1,F2,F3 | holding | — | — | — | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 15, 2018, Tidewater Inc. ("Tidewater") entered into an Agreement and Plan of Merger (the "Merger Agreement") with GulfMark Offshore, Inc. ("GulfMark"), which, among other things, contemplates the acquisition by Tidewater of the entire equity interest in GulfMark, including all shares of its common stock, $0.01 par value per share (the "GulfMark Common Stock").
- F2Concurrently with execution of the Merger Agreement, each of Raging Capital Management, LLC ("Raging") and 5 Essex, L.P. ("5 Essex" and, together with Raging, the "GulfMark Supporting Stockholders"), entered into a voting and support agreement with Tidewater (together, the "Voting Agreements"), pursuant to which the GulfMark Supporting Stockholders have agreed, among other things and subject to the terms and conditions of the Voting Agreements, to vote 1,709,464 shares of GulfMark Common Stock, in the case of Raging, and 914,882 shares of GulfMark Common Stock, in the case of 5 Essex (in the aggregate, the "Covered Shares"), beneficially owned by each, respectively, in favor of the adoption of the Merger Agreement and the approval of all transactions contemplated by the Merger Agreement (together, the "Transactions").
- F3Tidewater does not have any pecuniary interest in the Covered Shares, any other shares of GulfMark Common Stock, or any other GulfMark securities. The purpose of the Voting Agreements is to facilitate the adoption of the Merger Agreement and approval of the Transactions by the stockholders of GulfMark. Through its execution of the Voting Agreements, Tidewater may be deemed to have acquired shared voting power with respect to the Covered Shares. However, the filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be construed as an admission by Tidewater that it is the beneficial owner of any shares of GulfMark Common Stock for purposes of Section 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended.