SEC Form 4 · accession 0001719103-18-000008
GULFMARK OFFSHORE INC · GLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Geoffrey Raynor
Director · 10% Owner
Renegade Swish, LLC
Director · 10% Owner
CAPTAIN Q, LLC
Director · 10% Owner
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 4:24 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 StockF1,F3,F4,F5 | Nov 15, 2018 | D | 1,177,150 | — | D | 0 | D | |
| Common StockF2,F3,F4 | Nov 15, 2018 | D | 5,875 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 15, Tidewater Inc. ("TDW") completed a merger with GulfMark Offshore, Inc. ("GLF") (the "Merger"), which resulted in each of the Issuer's shares reported herein being converted into 1.100 shares of TDW common stock.
- F25,875 restricted stock units that represented a contingent right to receive the equivalent number of shares of GLF common stock for no consideration that vested on November 15, 2018 (the "Award"). Such shares were issued to Renegade Swish, LLC ("RS"). Each such share was converted into 1.100 shares of TDW common stock in connection with the Merger.
- F3Each of Captain Q (defined below), RS and Raynor (defined below) may be deemed to have been a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 (the "Act") by virtue of the fact that Scott McCarty, an employee of RS, served on the board of directors of the Issuer. Each of Captain Q, RS and Raynor hereby disclaims beneficial ownership of all shares reported herein, except to the extent of any direct or indirect pecuniary interest therein.
- F4RS is the sole manager of Captain Q, LLC ("Captain Q"), which was the holder of 1,177,150 shares reported herein. RS is controlled and indirectly wholly owned by Geoffrey P. Raynor ("Raynor").
- F5All shares reported herein as having been owned by Captain Q were held by Captain Q in its capacity as the general partner of 5 Essex, L.P.