Statement of Changes in Beneficial Ownership (4)
June 16 2020 - 6:05AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stavley Stuart |
2. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc.
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VTOL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, GLOBAL FLEET MANAGEMENT |
(Last)
(First)
(Middle)
C/O BRISTOW GROUP INC., 3151 BRIARPARK DRIVE SUITE 700 7TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/11/2020 |
(Street)
HOUSTON, TX 77042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/11/2020 | | F | | 2269 (1) | D | $5.16 | 57919 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | In connection with the business combination pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020 (as amended on April 22, 2020) by and among Era Group Inc. (the "Company"), Bristow Group Inc. ("Old Bristow") and Ruby Redux Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Old Bristow, with Old Bristow surviving as a wholly owned subsidiary of the Company (the "Merger") completed on June 11, 2020 (the "Closing Date"), 9,317 shares of restricted stock vested on the Closing Date and 2,269 shares, reported in column 4, were withheld to cover the associated tax liability upon the vesting of a previously granted award of restricted stock. |
(2) | Shares reported in column 5 give effect to the 1:3 reverse stock split completed in connection with the Merger. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stavley Stuart C/O BRISTOW GROUP INC. 3151 BRIARPARK DRIVE SUITE 700 7TH FLOOR HOUSTON, TX 77042 |
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| SVP, GLOBAL FLEET MANAGEMENT |
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Signatures
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/s/Crystal L. Gordon, Attorney-in-Fact for Stuart Stavley | | 6/15/2020 |
**Signature of Reporting Person | Date |
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