SEC Form 4 · accession 0001140361-17-029715
TIDEWATER INC · TDW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A. Gorski
Officer — EVP & COO
Period of report
Jul 31, 2017
Accepted (ET)
Aug 1, 2017 · 8:06 pm EDT
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 StockF1 | Jul 31, 2017 | D | 41,810 | $0.00 | D | 0 | D | |
| Common StockF1,F2 | Jul 31, 2017 | D | 596 | $0.00 | D | 0 | I | by 401(k) Plan |
| Common StockF3 | Jul 31, 2017 | A | 1,331 | $0.00 | A | 1,331 | D | |
| Common StockF3,F2 | Jul 31, 2017 | A | 19 | $0.00 | A | 19 | I | by 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A WarrantsF3,F4 | $57.06 | Jul 31, 2017 | A | 2,158 | A | — | Jul 31, 2023 | Common Stock | 2,158 | 2,158 | D |
| Series A WarrantsF3,F2,F4 | $57.06 | Jul 31, 2017 | A | 31 | A | — | Jul 31, 2023 | Common Stock | 31 | 31 | I |
| Series B WarrantsF3,F4 | $62.28 | Jul 31, 2017 | A | 2,333 | A | — | Jul 31, 2023 | Common Stock | 2,333 | 2,333 | D |
| Series B WarrantsF3,F2,F4 | $62.28 | Jul 31, 2017 | A | 33 | A | — | Jul 31, 2023 | Common Stock | 33 | 33 | I |
Explanation of responses
- F1On May 17, 2017, the Issuer and certain of its subsidiaries (the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Cases" and such court, the "Bankruptcy Court"). On July 17, 2017, the Bankruptcy Court entered a written order (the "Confirmation Order") confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors, as modified by the Confirmation Order (the "Plan"). On July 31, 2017 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Bankruptcy Cases. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.10 per share (the "Old Common Stock"), and all options to purchase such stock, were cancelled and extinguished.
- F2Represents interests held for the benefit of the Reporting Person by the Trustee of the Tidewater Inc. 401(k) Savings Plan.
- F3As provided in the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Person) received, in exchange for each one share of Old Common Stock held as of such date, (i) 0.031833 new shares of common stock, par value $0.001 per share (the "New Common Stock"), (ii) 0.051621 Series A Warrants to purchase an equivalent number of shares of New Common Stock (the "Series A Warrants"), and (iii) 0.055806 Series B Warrants to purchase an equivalent number of shares of New Common Stock (the "Series B Warrants"), in all cases, subject to rounding with no fractional shares or warrants issued. Such exchange was involuntary, without consideration and in accordance with the terms of the Plan.
- F4The Series A Warrants and Series B Warrants may be exercised at any time prior to the expiration date, unless earlier terminated and paid out by their terms upon the consummation of certain business combinations or sale transactions involving the Issuer.