SEC Form 5 · accession 0001437749-18-005599
GULFMARK OFFSHORE INC · GLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Quintin Kneen
Officer — President & CEO
Period of report
Dec 31, 2017
Accepted (ET)
Mar 27, 2018 · 5:30 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.01 par value | Oct 6, 2017 | F | 40,214 | $0.183 | D | 0 | D | |
| Class A Common Stock, $0.01 par valueF3 | Nov 14, 2017 | J | 248,898 | — | D | 0 | D | |
| Common Stock, $0.01 par valueF3 | Nov 14, 2017 | J | 675 | — | A | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (rights to buy)F3 | $100.00 | Nov 14, 2017 | J | 7,296 | A | — | — | Common Stock | 7,296 | 7,296 | D |
| Warrants (rights to buy)F4 | $100.00 | Nov 14, 2017 | J | 6,949 | A | — | — | Common Stock | 6,949 | 14,245 | D |
| Phantom StockF5 | — | Jan 13, 2017 | A | 3,678 | A | — | — | Class A Common Stock | 3,678 | 0 | D |
| Phantom StockF5 | — | Jan 31, 2017 | A | 2,813 | A | — | — | Class A Common Stock | 2,813 | 0 | D |
| Phantom StockF5 | — | Feb 15, 2017 | A | 3,415 | A | — | — | Class A Common Stock | 3,415 | 0 | D |
| Phantom StockF5 | — | Feb 28, 2017 | A | 3,415 | A | — | — | Class A Common Stock | 3,415 | 0 | D |
| Phantom StockF5 | — | Mar 15, 2017 | A | 11,953 | A | — | — | Class A Common Stock | 11,953 | 0 | D |
| Phantom StockF5 | — | Mar 31, 2017 | A | 13,661 | A | — | — | Class A Common Stock | 13,661 | 0 | D |
| Phantom StockF6 | — | Apr 11, 2017 | J | 103 | D | — | — | Class A Common Stock | 103 | 0 | D |
| Phantom StockF5 | — | Apr 12, 2017 | A | 19,022 | A | — | — | Class A Common Stock | 19,022 | 0 | D |
| Phantom StockF5 | — | Apr 28, 2017 | A | 14,941 | A | — | — | Class A Common Stock | 14,941 | 0 | D |
| Phantom StockF5 | — | May 31, 2017 | A | 23,906 | A | — | — | Class A Common Stock | 23,906 | 0 | D |
| Phantom StockF5 | — | Jun 15, 2017 | A | 21,733 | A | — | — | Class A Common Stock | 21,733 | 0 | D |
| Phantom StockF5 | — | Jul 14, 2017 | A | 26,563 | A | — | — | Class A Common Stock | 26,563 | 0 | D |
| Phantom StockF5 | — | Oct 13, 2017 | A | 26,563 | A | — | — | Class A Common Stock | 26,563 | 0 | D |
| Phantom StockF4 | — | Nov 14, 2017 | J | 237,032 | A | — | — | Class A Common Stock | 237,032 | 0 | D |
| Phantom StockF4 | — | Nov 14, 2017 | J | 643 | A | — | — | Common Stock | 643 | 643 | D |
Explanation of responses
- F1Effective November 14, 2017 (the "Effective Date"), the Issuer emerged from bankruptcy pursuant to a Chapter 11 Plan (the "Plan").
- F2Transaction was a withholding and sale by the Issuer of a portion of vested restricted Class A Common Stock, $0.01 par value per share, of the Issuer outstanding immediately prior to the Effective Date ("Predecessor Common Stock"), to satisfy the reporting person's tax obligations upon the immediate vesting of such shares in anticipation of the Issuer's emergence from bankruptcy.
- F3On the Effective Date, all Predecessor Common Stock was canceled and each holder of such Predecessor Common Stock, including the reporting person, received his pro rata share of (a) new shares of the Issuer's common stock ("Shares"), representing in the aggregate 0.75% of the Shares, or as applicable, certain warrants (the "Reorganized GulfMark Equity"), subject to dilution by the Reorganized GulfMark Equity issued or issuable under the Issuer's management incentive plan (the "MIP") and upon exercise of the New Existing Equity Warrants (as defined below), and (b) warrants for 7.5% of the equity in the reorganized Issuer subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP, with an exercise price based on an equity value of $1 billion (the "New Existing Equity Warrants"). Accordingly, the reporting person's 248,898 shares of Predecessor Common Stock were canceled and he received 675 Shares and New Existing Equity Warrants to purchase 7,296 Shares.
- F4On the Effective Date and pursuant to the Plan, the reporting person's 237,032 shares of Predecessor Common Stock underlying the Phantom Stock units held in a "Rabbi" trust to hold the stock portion of the reporting person's benefits under the Issuer's Executive Nonqualified Excess Plan (the "Excess Plan") were cancelled in exchange for 643 Phantom Stock units and 6,949 New Existing Equity Warrants
- F5Phantom Stock units credited under the Excess Plan. Participants are always 100% vested in their contributions to the Excess Plan. Employer contributions vest according to the provisions of the Excess Plan, which is generally based on years of service (20% per year of credited service); participant is 100% vested after 5 years of credited service.
- F6On March 31, 2017, 13,660.71 Phantom Stock units were credited to the reporting person under the Excess Plan. However, it was later determined that 102.82 units of those Phantom Stock units previously credited were incorrectly credited to the reporting person's account due to a payroll error. Accordingly, on April 11, 2017, 102.82 Phantom Stock units were deducted from the reporting person's account.