SEC Form 5 · accession 0001437749-18-005601
GULFMARK OFFSHORE INC · GLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David E Darling
Officer — Former SVP - CHRO
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 | 19,121 | $0.183 | D | 0 | D | |
| Class A Common Stock, $0.01 par valueF3 | Nov 14, 2017 | J | 49,630 | — | D | 0 | D | |
| Common Stock, $0.01 par valueF3 | Nov 14, 2017 | J | 135 | — | A | 135 | 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 | 1,454 | A | — | — | Common Stock | 1,454 | 1,454 | D |
| Warrants (rights to buy)F4 | $100.00 | Nov 14, 2017 | J | 1,187 | A | — | — | Common Stock | 1,187 | 2,641 | D |
| Phantom StockF4 | — | Nov 14, 2017 | J | 42,047 | A | — | — | Class A Common Stock | 42,047 | 0 | D |
| Phantom StockF4 | — | Nov 14, 2017 | J | 110 | A | — | — | Common Stock | 110 | 110 | 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 49,630 shares of Predecessor Common Stock were canceled and he received 135 Shares and New Existing Equity Warrants to purchase 1,454 Shares.
- F4On the Effective Date and pursuant to the Plan, the reporting person's 42,047.26 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 were cancelled in exchange for 110 Shares and 1,187 New Existing Equity Warrants.