4//SEC Filing
Mickelson George Mark 4
Accession 0001127602-20-019643
CIK 0001525221other
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 9:42 PM ET
Size
16.2 KB
Accession
0001127602-20-019643
Insider Transaction Report
Form 4
Mickelson George Mark
Director
Transactions
- Award
Director Stock Option (Right to Buy)
2020-06-11+9,762→ 9,762 totalExercise: $29.84Exp: 2029-12-17→ Common Stock (9,762 underlying) - Award
Director Stock Option (Right to Buy)
2020-06-11+1,301→ 1,301 totalExercise: $29.84Exp: 2029-12-31→ Common Stock (1,301 underlying) - Award
Common Stock
2020-06-11+2,143→ 18,222 total - Award
Common Stock
2020-06-11+16,079→ 16,079 total - Award
Common Stock
2020-06-12+7,491→ 25,713 total
Footnotes (13)
- [F1]On June 11, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020, as amended (the "Merger Agreement"), by and among Era Group Inc. ("Era"), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era ("Merger Sub"), and Bristow Group Inc. ("Bristow"), Merger Sub merged with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Following the Merger, Era changed its name to Bristow Group Inc. (the "Combined Company"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each holder of Bristow common stock, par value $0.0001 ("Bristow Common Stock"), immediately prior to the Effective Time, received, for each share of Bristow Common Stock, 0.502096 shares of Era common stock, par value $0.01 ("Era Common Stock") (the "Merger Consideration"), and, if applicable, cash in lieu of any fractional shares. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time were cancelled.
- [F10]The Replacement Options vest and become exercisable in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date.
- [F11]Received in exchange for director stock options to acquire 19,443 shares of Bristow Common Stock for $14.98 per share.
- [F12]The Replacement Options are fully vested as of the date of grant.
- [F13]Received in exchange for director stock options to acquire 2,592 shares of Bristow Common Stock for $14.98 per share.
- [F2]Pursuant to the Merger Agreement, each Bristow restricted stock unit ("Bristow RSU") that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into a restricted stock unit in respect of shares of Era Common Stock ("Replacement RSU"), in an amount based on the Merger Consideration, subject to the same terms and conditions as were applicable to the corresponding Bristow RSU immediately prior to the Effective Time.
- [F3]The Replacement RSUs vest in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. The vested Replacement RSUs will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2023.
- [F4]Received in exchange for 12,373 Bristow RSUs in connection with the Merger.
- [F5]The Replacement RSUs are fully vested as of the date of grant, and will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2023.
- [F6]Received in exchange for 1,650 Bristow RSUs in connection with the Merger.
- [F7]In accordance with the Bristow Management Incentive Plan, the reporting person received an award of restricted stock units ("New RSUs").
- [F8]The New RSUs vest in full on the first anniversary of the grant date, subject to the reporting person's continued status as a director of the Combined Company as of the vesting date.
- [F9]Pursuant to the Merger Agreement, each option to purchase Bristow Common Stock that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into an option to purchase shares of Era Common Stock ("Replacement Option"), subject to the same terms and conditions as were applicable to the corresponding Bristow option immediately prior to the Effective Time.
Documents
Issuer
Bristow Group Inc.
CIK 0001525221
Entity typeother
Related Parties
1- filerCIK 0001791778
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 9:42 PM ET
- Size
- 16.2 KB