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5//SEC Filing

MITCHELL JAMES M 5

Accession 0001437749-18-005598

CIK 0001030749other
View on SEC.govCompany Profile

Filed

Mar 26, 8:00 PM ET

Accepted

Mar 27, 5:29 PM ET

Size

44.9 KB

Accession

0001437749-18-005598

Insider Transaction Report

Form 5
Period: 2017-12-31
GULFMARK OFFSHORE INCGLF
MITCHELL JAMES M
Exec. VP & CFO
Transactions
  • Award

    Phantom Stock

    2017-06-15$0.22/sh+12,963.09$2,852→ 0 total
    → Class A Common Stock (12,963.09 underlying)
  • Other

    Phantom Stock

    2017-11-14+135,828→ 0 total
    → Class A Common Stock (135,828 underlying)
  • Tax Payment

    Class A Common Stock, $0.01 par value

    2017-10-06$0.18/sh−22,429$4,105→ 0 total
  • Other

    Class A Common Stock, $0.01 par value

    2017-11-14−118,993→ 0 total
  • Other

    Common Stock, $0.01 par value

    2017-11-14+323→ 323 total
  • Other

    Warrants (rights to buy)

    2017-11-14+3,488→ 3,488 total
    Exercise: $100.00→ Common Stock (3,488 underlying)
  • Other

    Warrants (rights to buy)

    2017-11-14+3,981→ 7,469 total
    Exercise: $100.00→ Common Stock (3,981 underlying)
  • Award

    Phantom Stock

    2017-01-13$1.30/sh+2,193.75$2,852→ 0 total
    → Class A Common Stock (2,193.75 underlying)
  • Award

    Phantom Stock

    2017-02-28$1.40/sh+2,037.06$2,852→ 0 total
    → Class A Common Stock (2,037.06 underlying)
  • Other

    Phantom Stock

    2017-04-11$1.55/sh−61.33$95→ 0 total
    → Class A Common Stock (61.33 underlying)
  • Award

    Phantom Stock

    2017-04-28$0.32/sh+8,912.13$2,852→ 0 total
    → Class A Common Stock (8,912.13 underlying)
  • Other

    Phantom Stock

    2017-11-14+368→ 368 total
    → Common Stock (368 underlying)
  • Award

    Phantom Stock

    2017-01-31$1.70/sh+1,677.58$2,852→ 0 total
    → Class A Common Stock (1,677.58 underlying)
  • Award

    Phantom Stock

    2017-02-15$1.40/sh+2,037.06$2,852→ 0 total
    → Class A Common Stock (2,037.06 underlying)
  • Award

    Phantom Stock

    2017-03-15$0.40/sh+7,129.73$2,852→ 0 total
    → Class A Common Stock (7,129.73 underlying)
  • Award

    Phantom Stock

    2017-03-31$0.35/sh+8,148.23$2,852→ 0 total
    → Class A Common Stock (8,148.23 underlying)
  • Award

    Phantom Stock

    2017-04-12$0.25/sh+11,346.17$2,837→ 0 total
    → Class A Common Stock (11,346.17 underlying)
  • Award

    Phantom Stock

    2017-05-31$0.20/sh+14,259.4$2,852→ 0 total
    → Class A Common Stock (14,259.4 underlying)
  • Award

    Phantom Stock

    2017-10-13$0.18/sh+15,843.78$2,852→ 0 total
    → Class A Common Stock (15,843.78 underlying)
  • Award

    Phantom Stock

    2017-07-14$0.18/sh+15,843.78$2,852→ 0 total
    → Class A Common Stock (15,843.78 underlying)
Footnotes (7)
  • [F1]Effective November 14, 2017 (the "Effective Date"), the Issuer emerged from bankruptcy pursuant to a Chapter 11 Plan (the "Plan").
  • [F2]Transaction was a withholding and sale by the Issuer of a portion of vested restricted Class A Common Stock, $0.01 par value per share, of the Issuer outstanding immediately prior to the Effective Date ("Predecessor Common Stock"), to satisfy the reporting person's tax obligations upon the immediate vesting of such shares in anticipation of the Issuer's emergence from bankruptcy.
  • [F3]On the Effective Date, all Predecessor Common Stock was canceled and each holder of such Predecessor Common Stock, including the reporting person, received his pro rata share of (a) new shares of the Issuer's common stock ("Shares"), representing in the aggregate 0.75% of the Shares, or as applicable, certain warrants (the "Reorganized GulfMark Equity"), subject to dilution by the Reorganized GulfMark Equity issued or issuable under the Issuer's management incentive plan (the "MIP") and upon exercise of the New Existing Equity Warrants (as defined below), and (b) warrants for 7.5% of the equity in the reorganized Issuer subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP, with an exercise price based on an equity value of $1 billion (the "New Existing Equity Warrants"). Accordingly, the reporting person's 118,993 shares of Predecessor Common Stock were canceled and he received 323 Shares and New Existing Equity Warrants to purchase 3,488 Shares.
  • [F4]The reporting person's Form 4 filed on March 27, 2017 incorrectly stated, in Column 5, due to a transcription error, the total number of shares of Predecessor Common Stock owned by the reporting person. The correct amount of shares that should have been reported was 141,422 shares of Predecessor Common Stock and not 141,922 shares of Predecessor Common Stock.
  • [F5]On the Effective Date and pursuant to the Plan, the reporting person's 135,828 shares of Predecessor Common Stock underlying the Phantom Stock units held in a "Rabbi" trust to hold the stock portion of the reporting person's benefits under the Issuer's Executive Nonqualified Excess Plan (the "Excess Plan") were cancelled in exchange for 368 Shares and 3,981 New Existing Equity Warrants
  • [F6]Phantom Stock units credited under the Excess Plan. Participants are always 100% vested in their contributions to the Excess Plan. Employer contributions vest according to the provisions of the Excess Plan, which is generally based on years of service (20% per year of credited service); participant is 100% vested after 5 years of credited service.
  • [F7]On March 31, 2017, 8148.42 Phantom Stock units were credited to the reporting person under the Excess Plan. However, it was later determined that 61.33 units of those Phantom Stock units previously credited were incorrectly credited to the reporting person's account due to a payroll error. Accordingly, on April 11, 2017, 61.33 Phantom Stock units were deducted from the reporting person's account.

Documents

1 file

Issuer

GULFMARK OFFSHORE INC

CIK 0001030749

→
Entity typeother

Related Parties

1
  • filerCIK 0001236480

Filing Metadata

Form type
5
Filed
Mar 26, 8:00 PM ET
Accepted
Mar 27, 5:29 PM ET
Size
44.9 KB
View on SEC.gov