5//SEC Filing
Muller Cindy 5
Accession 0001437749-18-005602
CIK 0001030749other
Filed
Mar 26, 8:00 PM ET
Accepted
Mar 27, 5:30 PM ET
Size
17.6 KB
Accession
0001437749-18-005602
Insider Transaction Report
Form 5
Muller Cindy
SVP - Gen Counsel & Corp Sect.
Transactions
- Other
Common Stock, $0.01 par value
2017-11-14+20→ 20 total - Other
Phantom Stock
2017-11-14+19,508.05→ 0 total→ Class A Common Stock (19,508.05 underlying) - Other
Class A Common Stock, $0.01 par value
2017-11-14−7,264→ 0 total - Other
Phantom Stock
2017-11-14+25→ 25 total→ Common Stock (25 underlying) - Other
Warrants (rights to buy)
2017-11-14+213→ 213 totalExercise: $100.00→ Common Stock (213 underlying) - Other
Warrants (rights to buy)
2017-11-14+266→ 479 totalExercise: $100.00→ Common Stock (266 underlying) - Tax Payment
Class A Common Stock, $0.01 par value
2017-10-06$0.18/sh−2,736$501→ 0 total
Footnotes (4)
- [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 her 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 7,264 shares of Predecessor Common Stock were canceled and she received 20 Shares and New Existing Equity Warrants to purchase 213 Shares.
- [F4]On the Effective Date and pursuant to the Plan, the reporting person's 19,508.05 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 were cancelled for 25 Shares and 266 New Existing Equity Warrants.
Documents
Issuer
GULFMARK OFFSHORE INC
CIK 0001030749
Entity typeother
Related Parties
1- filerCIK 0001675391
Filing Metadata
- Form type
- 5
- Filed
- Mar 26, 8:00 PM ET
- Accepted
- Mar 27, 5:30 PM ET
- Size
- 17.6 KB