1
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NAME OF REPORTING PERSON
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BCC Helicopter Holdings 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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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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 ITEMS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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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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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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6.4%*
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[
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Percentage based on 29,710,476 shares of Common Stock (as defined below) issued and outstanding as of January 29, 2021, as reflected in the Form 10-Q filed by the
Issuer with the SEC on February 3, 2021.
Item 1. Security and Issuer.
This Amendment No. 3 to the Statement on Schedule 13D (this “Amendment No. 3”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on July 1, 2020 (the
“Original Schedule 13D”), as amended on December 18, 2020 (“Amendment No. 1”) and February 9, 2021 (“Amendment No. 2”) (the Original Schedule 13D, together with Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “BCCM Schedule
13D”) regarding the shares of common stock, par value $0.01 per share (“Common Stock”), of Bristow Group Inc. (formerly known as Era Group Inc.), a Delaware corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 3151 Briarpark Dr., Suite 700, Houston, Texas 77042.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D, or Amendment No. 1, or Amendment
No. 2 thereto. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Schedule 13D, or Amendment No. 1, or Amendment No. 2 thereto.
Item 5. Interest in Securities of the Issuer.
(a), (b)
BCC Helicopter Holdings LLC is the record owner of the shares of Common Stock shown on Item 9 of its respective cover page.
Bain Capital Credit Member LLC serves as the general partner to the general partners of investment funds that hold economic interests in BCC Helicopter Holdings
LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which BCC Helicopter Holdings LLC is the record owner. Jeffrey Hawkins and Michael Treisman serve as the Directors of BCC Helicopter Holdings LLC and, as
a result of their control of BCC Helicopter Holdings, LLC, may be deemed to share beneficial ownership of the shares of Common Stock of which BCC Helicopter Holdings LLC is the record owner.
(c) Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in
shares of Common Stock beneficially owned by the Reporting Persons acquired or sold since the filing of the Amendment No. 2 on February 9, 2021.