Amended Statement of Beneficial Ownership (sc 13d/a)
August 12 2019 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Tidewater Inc.
(Name
of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
88642R 10 9
(CUSIP Number)
Steve Wolosky, Esq.
Olshan Frome Wolosky
LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 9, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Raging Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,299,669 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,299,669 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,299,669 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
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14
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TYPE OF REPORTING PERSON
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IA
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_________
(1) Includes 164,889 Shares underlying Warrants.
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1
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NAME OF REPORTING PERSON
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William C. Martin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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703 (1)
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,299,669 (2)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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703 (1)
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10
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SHARED DISPOSITIVE POWER
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2,299,669 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,300,372 (1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
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14
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TYPE OF REPORTING PERSON
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HC
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_________
(1) Includes 644 Shares underlying Warrants.
(2) Includes 164,889 Shares
underlying Warrants.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 5.
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Interest in Securities of the Issuer
.
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 38,298,540 Shares outstanding as of July
26, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2019.
As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own 2,299,669 Shares, consisting
of (i) 2,134,780 Shares held directly by RC GLF, (ii) 65,792 Shares underlying Warrants held directly by Raging Capital Offshore
Fund and (iii) 99,097 Shares underlying Warrants held directly by Raging Capital Fund QP, by virtue of their relationships with
RC GLF and the Raging Funds discussed in further detail in Item 2 of Schedule 13D, constituting approximately 6.0% of the Shares
outstanding.
As of the close of
business on the date hereof, William C. Martin may be deemed to beneficially own an additional 59 Shares and 644 Shares underlying
Warrants held directly by him, which, together with the 2,134,780 Shares and 164,889 Shares underlying Warrants held directly by
RC GLF and the Raging Funds that he may also be deemed to beneficially own, constitute approximately 6.0% of the Shares outstanding.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer
owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported
herein that he or it does not directly own. Without limiting the foregoing sentence, each of RC GLF and the Raging Funds specifically
disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such
securities as a result of the LPA or IMA, as applicable.
(b) Raging
Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by RC GLF and the Raging
Funds.
William C. Martin
has the sole power to vote and dispose of the Shares he directly owns.
(c)
Schedule
B
annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Persons. All of such transactions
were effected in the open market.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 12, 2019
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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SCHEDULE B
Transactions in the Shares During
the Past 60 Days
Class of
Security
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Shares Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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RC
GLF 1, LP
Common Stock
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(90)
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21.8175
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06/12/2019
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Common Stock
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(110)
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21.8175
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06/12/2019
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Common Stock
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(1,623)
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21.9008
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06/13/2019
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Common Stock
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(1,977)
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21.9008
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06/13/2019
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Common Stock
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(11,274)
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21.5854
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06/17/2019
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Common Stock
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(13,726)
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21.5854
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06/17/2019
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Common Stock
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(6,043)
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21.7173
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06/17/2019
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Common Stock
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(7,357)
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21.7173
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06/17/2019
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Common Stock
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(3,271)
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21.7601
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06/17/2019
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Common Stock
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(3,982)
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21.7601
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06/17/2019
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Common Stock
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(18,450)
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22.5639
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06/18/2019
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Common Stock
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(22,463)
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22.5639
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06/18/2019
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Common Stock
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(7,091)
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22.9465
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06/19/2019
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Common Stock
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(8,634)
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22.9465
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06/19/2019
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Common Stock
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(2,245)
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23.2596
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06/20/2019
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Common Stock
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(2,733)
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23.2596
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06/20/2019
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Common Stock
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(2,831)
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23.6369
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06/20/2019
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Common Stock
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(3,447)
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23.6369
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06/20/2019
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Common Stock
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(376)
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23.6076
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06/21/2019
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Common Stock
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(457)
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23.6076
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06/21/2019
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Common Stock
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(839)
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23.0664
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06/24/2019
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Common Stock
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(1,021)
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23.0664
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06/24/2019
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Common Stock
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(16,449)
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23.0951
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06/26/2019
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Common Stock
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(20,026)
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23.0951
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06/26/2019
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Common Stock
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(14,394)
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23.0512
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06/27/2019
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Common Stock
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(17,509)
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23.0512
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06/27/2019
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Common Stock
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(11,275)
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23.3650
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06/28/2019
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Common Stock
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(13,725)
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23.3650
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06/28/2019
|
Common Stock
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(8,847)
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24.0316
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07/01/2019
|
Common Stock
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(9,254)
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24.0316
|
07/01/2019
|
Common Stock
|
(2,258)
|
23.8082
|
07/02/2019
|
Common Stock
|
(2,362)
|
23.8082
|
07/02/2019
|
Common Stock
|
(920)
|
22.9565
|
07/10/2019
|
Common Stock
|
(962)
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22.9565
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07/10/2019
|
Common Stock
|
(1,613)
|
23.2152
|
07/11/2019
|
Common Stock
|
(1,687)
|
23.2152
|
07/11/2019
|
Common Stock
|
(3,421)
|
22.8516
|
07/24/2019
|
Common Stock
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(3,578)
|
22.8516
|
07/24/2019
|
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