SEC Form 4 · accession 0000859598-18-000092
SEACOR HOLDINGS INC /NEW/ · CKH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Fabrikant
Officer — Executive Chairman and CEO · Director
Period of report
Nov 6, 2018
Accepted (ET)
Nov 8, 2018 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000859598
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 6, 2018 | M | 14,983 | $16.60 | A | 492,937 | D | |
| Common Stock | Nov 6, 2018 | M | 14,983 | $27.26 | A | 507,920 | D | |
| Common Stock | Nov 6, 2018 | M | 3,534 | $26.07 | A | 511,454 | D | |
| Common StockF1 | Nov 6, 2018 | S | 25,000 | $50.2858 | D | 486,454 | D | |
| Common Stock | Nov 7, 2018 | M | 11,449 | $26.07 | A | 497,903 | D | |
| Common Stock | Nov 7, 2018 | M | 14,983 | $25.62 | A | 512,886 | D | |
| Common StockF2 | Nov 7, 2018 | S | 25,921 | $50.0883 | D | 486,965 | D | |
| Common Stock | Nov 7, 2018 | S | 311 | $51.00 | D | 486,654 | D | |
| Common Stock | Nov 7, 2018 | S | 200 | $51.19 | D | 486,454 | D | |
| Common StockF3 | holding | — | — | — | 800 | I | Eric Fabrikant 2009 Family Trust | |
| Common StockF3 | holding | — | — | — | 800 | I | Harlan Saroken 2009 Family Trust | |
| Common StockF4 | holding | — | — | — | 12,000 | I | Sara Fabrikant 2012 GST Exempt Trust | |
| Common StockF5 | holding | — | — | — | 14,826 | I | By Spouse | |
| Common Stock | holding | — | — | — | 18,995 | I | Article Sixth Trust U/W/O Elaine Fabrikant FBO EF | |
| Common Stock | holding | — | — | — | 42,121 | I | Charles Fabrikant 2009 Family Trust | |
| Common StockF3 | holding | — | — | — | 60,000 | I | Charles Fabrikant 2012 GST Exempt Trust | |
| Common StockF6 | holding | — | — | — | 85,000 | I | VSS Holding Corp. | |
| Common StockF7 | holding | — | — | — | 348,529 | I | Fabrikant International Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F9,F8,F10 | $16.60 | Nov 6, 2018 | M | 14,983 | D | — | Mar 4, 2019 | Common Stock | 14,983 | 0 | D |
| Stock Options (right to buy)F9,F11,F10 | $27.26 | Nov 6, 2018 | M | 14,983 | D | — | Mar 4, 2019 | Common Stock | 14,983 | 0 | D |
| Stock Options (right to buy)F9,F12,F10 | $26.07 | Nov 6, 2018 | M | 3,534 | D | — | Mar 4, 2019 | Common Stock | 3,534 | 11,449 | D |
| Stock Options (right to buy)F9,F12,F10 | $26.07 | Nov 7, 2018 | M | 11,449 | D | — | Mar 4, 2019 | Common Stock | 11,449 | 0 | D |
| Stock Options (right to buy)F9,F13,F10 | $25.62 | Nov 7, 2018 | M | 14,983 | D | — | Mar 4, 2019 | Common Stock | 14,983 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The Common Shares were sold in separate transactions on the same day at prices ranging from $49.50 to $50.475 per share. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote.
- F10This option became exercisable in five equal annual installments beginning on March 4, 2010 and ending on March 4, 2014.
- F11On June 2, 2017, the issuer completed the spin-off of SEACOR Marine Holdings Inc. (the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $44.96 to $29.01. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $29.01 to $27.26.
- F12On June 2, 2017, the issuer completed the spin-off of SEACOR Marine Holdings Inc. (the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $43.11 to $27.82. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $27.82 to $26.07.
- F13On June 2, 2017, the issuer completed the spin-off of SEACOR Marine Holdings Inc. (the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $42.42 to $27.37. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $27.37 to $25.62.
- F2The price reported in Column 4 is a weighted average price. The Common Shares were sold in separate transactions on the same day at prices ranging from $50.00 to $50.60 per share. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote.
- F3Reporting Person's spouse is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
- F4Reporting Person is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
- F5Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
- F6Reporting Person is the President and sole stockholder.
- F7Reporting Person is the President. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
- F8On June 2, 2017, the issuer completed the spin-off of SEACOR Marine Holdings Inc. (the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $28.44 to $18.35. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $18.35 to $16.60.
- F9On June 2, 2017, in connection with the SMHI Spin-Off, these options were adjusted, resulting in the reporting person's ownership of 5,317 additional stock options.