SEC Form 4 · accession 0001437749-18-020947

GULFMARK OFFSHORE INC · GLF

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As 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. These restricted stock units vested and settled on November 15, 2018 based upon the reporting person's completion of the required period of continued service in accordance with the terms of the grant. Subsequently on November 15, 2018, each share of common stock was disposed of as provided for under the Agreement and Plan of Merger, 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. Such shares of common stock of Tidewater shall be subject to the conditions arising from the reporting person's obligations to his employer (see footnote 2 herein).
• F2The grant of restricted stock units was awarded in the name of the reporting person. The reporting person has an obligation to transfer all compensation received for services rendered as a director of GLF to his employer, including the shares subject to this award upon their issuance. Therefore, the reporting person disclaims beneficial ownership of the shares of common stock, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.