UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~January 3013, ~~2011~~2012

UNITED MARITIME GROUP, LLC

(Exact Name of Registrant as Specified in Charter)

Florida

333-165796

59-2147756

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

601 S. Harbour Island Blvd., Suite 230

Tampa, FL 33602

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (813) 209-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Approval~~On January 13, 2012, United Maritime Group, LLC (“we,” “us,” “our” and the “Company”) entered into a Separation Agreement with Walter Bromfield, our former Senior Vice President of Finance and GS Maritime Holding LLC (“Parent”), a Delaware limited liability company and an indirect parent of the Company (the “Separation Agreement”). The Separation Agreement provides for an effective date of December 31, 2011, ~~Executive~~which ~~Incentive~~effectiveness ~~Plan~~is subject to the expiration of the revocation period on January 20, 2012.

OnThe ~~August~~Separation Agreement formalizes Mr. ~~30,~~Bromfield’s ~~2011,~~departure from the ~~Board~~Company ofand ~~Directors (~~the ~~“Board”)~~termination of GShis ~~Maritime~~employment. ~~Holding~~The Separation ~~LLC~~Agreement ~~(“GS~~also ~~Maritime”),~~modifies ~~the~~certain ~~ultimate~~terms ~~parent~~ of ~~United~~the ~~Maritime~~Employment ~~Group~~Agreement, ~~LLC~~dated ~~(the~~July 24, ~~“Company”)~~2008, ~~approved~~ between the ~~2011~~Company ~~Executive~~and ~~Incentive~~Mr. Bromfield ~~Plan~~ (the “~~2011~~Employment ~~Incentive Plan~~Agreement”). The ~~2011~~Employment ~~Incentive~~Agreement ~~plan~~ is aExhibit ~~cash~~10.7 ~~incentive plan designed~~ to ~~tie executive compensation to~~ the ~~achievement of~~ Company ~~and individual objectives. The Company~~’s ~~executive~~Registration ~~officers,~~Statement ~~including~~on ~~all~~Form ofS-4 ~~the~~filed ~~named~~with ~~executive~~the ~~officers~~Securities ~~other~~and ~~than~~Exchange ~~the~~Commission ~~Chief~~on ~~Executive~~March 31, ~~Officer~~2010, ~~are~~and ~~eligible~~is toincorporated ~~participate~~herein inby ~~the 2011 Incentive Plan~~reference.

~~The~~Additionally, ~~2011~~pursuant ~~Incentive~~to ~~Plan provides for a target incentive award calculated as a percentage of~~ the ~~executive~~Separation ~~officer’s base salary. For fiscal year 2011~~Agreement, the ~~ranges~~Company ofagreed ~~target incentive percentages for the executive officers participating in the 2011 Incentive Plan are~~ as follows:

Participant	Minimum Percentage			Maximum Percentage
Jason Grant, EVP & CFO		75	%		120	%
John Binion, EVP & COO		75	%		120	%
Walt Bromfield, SVP, Finance		75	%		120	%
Cliff Johnson, VP, Sales and Marketing		60	%		120	%
Neil McManus, VP, United Ocean Services		60	%		120	%
Robin Hastings, VP, Commercial Operations & Logistics		60	%		120	%
Richard Barnes, VP, Information Technology		60	%		120	%
David Bradford, VP, Finance		60	%		120	%

•

The Company shall continue to pay Mr. Bromfield his base salary for two years (the “Severance Term”) in accordance with the Company’s standard payroll practices which constitutes an aggregate gross amount equal to $550,000.

~~The~~• ~~awards~~Provided ~~will~~that bethe ~~determined~~Company ~~based~~pays onbonuses ~~achievement~~for ofthe ~~specified~~2011 ~~objectives~~calendar ~~during~~year ~~fiscal~~under ~~year~~its ~~2011~~annual incentive bonus plan or similar payments, ~~with~~the Company shall at the ~~portion~~time of ~~the~~ ~~target~~such ~~incentive~~payments ~~award~~pay ~~allocated~~Mr. toBromfield ~~the~~$171,875, ~~objectives~~representing ashis ~~follows:~~annual bonus for the year 2011.

• ~~70%~~The ~~based~~Company onshall ~~the~~also ~~Company’s~~pay ~~budgeted~~Mr. ~~earnings~~Bromfield ~~before interest~~$10,577 ~~taxes,~~as ~~depreciation~~reimbursement for accrued vacation and ~~amortization~~expenses, ~~(net~~such ofamount ~~target~~to ~~incentive~~be ~~awards)~~paid ~~(“EBITDA”);~~to Mr. Bromfield on or around January 27, 2012.

• ~~10%~~During ~~based~~the onSeverance Term, the Company’s ~~safety~~will ~~improvement~~continue ~~(measured~~to byprovide ~~the~~medical ~~percentage~~and ~~improvement~~health inbenefits ~~recordable~~to ~~injury~~Mr. ~~rates~~Bromfield ~~from~~and ~~fiscal~~his ~~year~~dependents, ~~2010);~~subject ~~and~~to certain conditions set forth in the Separation Agreement.

•The ~~20%~~Company’s ~~based~~obligation onto ~~achievement~~make ofthe aforementioned ~~other~~payments ~~Company~~is ~~and~~subject ~~individual~~to ~~goals~~Mr. Bromfield’s ~~determined~~continued compliance with certain restrictive covenants set forth in the ~~discretion~~Employment Agreement. Additionally, pursuant to the Separation Agreement, Mr. Bromfield waived any and all claims he may have against the Company or its affiliates, with the exception of expressly enumerated claims, such as Mr. Bromfield’s rights under the ~~Board~~Separation Agreement or the Surviving Employment Agreement Provisions (as defined in the Separation Agreement).

~~The~~Lastly, ~~incentive~~pursuant ~~awards~~to ~~will~~the beSeparation ~~calculated~~Agreement, as a result of his termination, Parent and Mr. Bromfield ~~paid~~agree that all of his Time-Vested Profit Units (as defined in the ~~first~~Profit ~~quarter~~Unit ofGrant ~~2012.~~Agreement) ~~The~~will ~~EBITDA and~~become ~~safety~~vested ~~components~~and all of his Performance-Vested Profit Units (as defined in the ~~awards~~Profit ~~are~~Unit ~~subject~~Grant toAgreement) will be forfeited. Parent and Mr. Bromfield entered into the ~~following~~Profit ~~minimum~~Unit ~~thresholds~~Grant ~~for~~Agreement ~~payout~~effective August 12, ~~maximum~~2008, ~~targets~~which ~~and~~is ~~applicable~~Exhibit ~~target~~A ~~incentive~~to ~~percentages:~~the Employment Agreement.

	EBITDA Component	Safety Component	Applicable TargetIncentivePercentage
Minimum threshold	100% of Budget EBITDA	5% improvement from prior year	Minimum percentage
Maximum target	120% of Budget EBITDA	10% improvement from prior year	Maximum percentage

The description of the Separation Agreement set forth above is a summary only and is qualified in its entirety by reference to the agreement itself, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

~~The~~Item ~~target~~9.01. ~~incentive~~Financial ~~percentages~~Statements ~~for the EBITDA~~ and ~~safety components increase linearly if the Company’s performance exceeds the applicable minimum thresholds, up to the participant’s maximum percentage~~Exhibits.

~~The~~(d) ~~target incentive percentage applicable to the discretionary component will range between the participant’s minimum and maximum percentage based the level of achievement as determined by the Board.~~ Exhibits

Under the 2011 Incentive Plan, the Board may, in its discretion make awards if minimum thresholds are not achieved.


Exhibit No.		Description

10.1		Separation Agreement effective December 31, 2011, between the Company, Walter Bromfield and, for limited purposes of agreeing to provisions in which it is referenced or makes an agreement, GS Maritime Holding LLC

Appointment of Principal Accounting Officer

As previously disclosed, on August 9, 2011, David Bradford joined the Company as Vice President, Finance. On August 30, 2011, the Company appointed Mr. Bradford to replace Jason Grant, the Company’s Chief Financial Officer, as the Company’s principal accounting officer. Mr. Grant will continue in his role as Chief Financial Officer.

Mr. Bradford previously served as the Vice President and Treasurer of Spirit Airlines, Inc. since January 2009 and as their Vice President and Controller from March 2007 to January 2009. Prior to joining Spirit, from March 2006 to March 2007, Mr. Bradford served as Director, External Reporting for Tupperware Brands Corporation, a publicly-traded multinational direct marketing company, where he was responsible for all SEC reporting and technical accounting research. Prior to Tupperware Brands Corporation, Mr. Bradford spent seven years in the airline industry in various financial roles primarily in turnaround situations. He has also held positions at Atlas Air Worldwide Holdings, a publicly-traded company that provides air cargo services, and AirTran Airways. Mr. Bradford is 43.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


UNITED MARITIME GROUP, LLC

By:		/s/ Jason Grant
Name:		Jason Grant
Title:		Chief Financial Officer

Date: ~~September~~January 620, ~~2011~~2012

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