SEC Form 4 · accession 0000921895-18-003118
TIDEWATER INC · TDW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 7:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000098222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1,F2,F5 | Nov 15, 2018 | A | 6,086 | — | A | 6,086 | I | By Raging Offshore |
| Common Stock, $0.001 par valueF1,F3,F6 | Nov 15, 2018 | A | 2,413,379 | — | A | 2,413,379 | I | By RC GLF |
| Common Stock, $0.001 par valueF1,F7 | Nov 15, 2018 | A | 59 | — | A | 59 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F8 | $100.00 | Nov 15, 2018 | A | 65,792 | A | Nov 15, 2018 | — | Common Stock, $0.001 par value | 65,792 | 65,792 | I |
| Warrants (right to buy)F1,F4,F9 | $100.00 | Nov 15, 2018 | A | 99,097 | A | Nov 15, 2018 | — | Common Stock, $0.001 par value | 99,097 | 99,097 | I |
| Warrants (right to buy)F1,F10 | $100.00 | Nov 15, 2018 | A | 644 | A | Nov 15, 2018 | — | Common Stock, $0.001 par value | 644 | 644 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Mr. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Kenneth H. Traub, a Managing Partner at Raging Capital, is a director of the Issuer. Accordingly, each of Raging Capital and Mr. Martin may be deemed to be a director by deputization of the Issuer.
- F10Warrants exercisable into 586 shares of common stock of GulfMark were assumed by the Issuer pursuant to the Merger and automatically converted into the right to receive the reported number of shares of common stock of the Issuer upon payment to the Issuer of the exercise price ($100 per share), subject to the other terms and conditions of the GulfMark warrant agreement, and the right to receive cash in lieu of a fraction of one share of the Issuer.
- F2Held directly by Raging Capital Offshore Fund, Ltd. ("Raging Offshore"). Raging Offshore has delegated to Raging Capital sole investment authority with respect to the securities held by Raging Offshore pursuant to an Investment Management Agreement, dated November 9, 2012 (the "IMA"). The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice. As a result, each of Raging Capital and Mr. Martin may be deemed to beneficially own the securities held by Raging Offshore. Raging Offshore specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
- F3Held directly by RC GLF 1, LP ("RC GLF"). RC GLF has delegated to Raging Capital sole investment authority with respect to the securities held by RC GLF pursuant to its Limited Partnership Agreement, dated July 17, 2017 (the "LPA"), which authority may not be terminated by RC GLF upon less than sixty-one days' written notice to Raging Capital. As a result, each of Raging Capital and Mr. Martin may be deemed to beneficially own the securities held by RC GLF. RC GLF specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the LPA.
- F4Held directly by Raging Capital Fund (QP), LP ("Raging QP"). Raging QP has delegated to Raging Capital sole investment authority with respect to the securities held by Raging QP pursuant to the IMA. The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice. As a result, each of Raging Capital and Mr. Martin may be deemed to beneficially own the securities held by Raging QP. Raging QP specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
- F5Acquired pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger between GulfMark Offshore, Inc. ("GulfMark") and the Issuer, dated July 15, 2018 (the "Merger"), in exchange for 5,533 shares of common stock of GulfMark.
- F6Acquired pursuant to the Merger in exchange for 2,193,981 shares of common stock of GulfMark.
- F7Acquired pursuant to the Merger in exchange for 54 shares of common stock of GulfMark.
- F8Warrants exercisable into 59,811 shares of common stock of GulfMark were assumed by the Issuer pursuant to the Merger and automatically converted into the right to receive the reported number of shares of common stock of the Issuer upon payment to the Issuer of the exercise price ($100 per share), subject to the other terms and conditions of the GulfMark warrant agreement, and the right to receive cash in lieu of a fraction of one share of the Issuer.
- F9Warrants exercisable into 90,089 shares of common stock of GulfMark were assumed by the Issuer pursuant to the Merger and automatically converted into the right to receive the reported number of shares of common stock of the Issuer upon payment to the Issuer of the exercise price ($100 per share), subject to the other terms and conditions of the GulfMark warrant agreement, and the right to receive cash in lieu of a fraction of one share of the Issuer.