SEC Form 4 · accession 0001437749-18-020944

GULFMARK OFFSHORE INC · GLF

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

Reporting owner

Officer — Senior VP and CFO

Period of report

Nov 15, 2018

Accepted (ET)

Nov 15, 2018 · 4:17 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^F1	Nov 15, 2018	D	196	—	D	9,483	D
Common Stock^F2	Nov 15, 2018	D	9,483	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants (Right to Buy)^F3	$100.00	Nov 15, 2018	D	2,115	D	Nov 14, 2017	Nov 14, 2024	Common Stock	2,115	0	D

F1Each share of common stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2018, between Tidewater Inc. ("Tidewater") and the Issuer, in exchange for (1) 1.100 shares of common stock of Tidewater and (2) any applicable cash in lieu of fractional shares of common stock of Tidewater.
F2As previously reported, the reporting person received a grant of restricted stock units representing a contingent right to receive the equivalent number of shares of common stock of the Issuer for no consideration that vest in one-third increments on each of the first three anniversaries of April 13, 2018. On November 15, 2018, each restricted stock unit was disposed of pursuant to the Merger Agreement in exchange for restricted stock units of Tidewater representing a contingent right to receive 1.100 shares of common stock of Tidewater on substantially similar terms, as described in more detail in the Merger Agreement.
F3The warrants were assumed by Tidewater pursuant to the Merger Agreement and converted automatically into a warrant representing a right to acquire shares of common stock of Tidewater on substantially the same terms, as described in more detail in the Merger Agreement.