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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (Right to Buy) | $ 29.84 | 06/11/2020 | A(1)(7) | 4,880 | (8) | 12/17/2029 | Common Stock | 4,880 | $ 0 (9) | 4,880 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kern Wesley E. C/O BRISTOW GROUP INC. 3151 BRIARPARK DRIVE, SUITE 700 HOUSTON, TX 77042 |
X | |||
| /s/ Justin D. Mogford, Attorney-in-Fact for Wesley E. Kern | 06/15/2020 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On June 11, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020, as amended (the "Merger Agreement"), by and among Era Group Inc. ("Era"), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era ("Merger Sub"), and Bristow Group Inc. ("Bristow"), Merger Sub merged with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Following the Merger, Era changed its name to Bristow Group Inc. (the "Combined Company"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each holder of Bristow common stock, par value $0.0001 ("Bristow Common Stock"), immediately prior to the Effective Time, received, for each share of Bristow Common Stock, 0.502096 shares of Era common stock, par value $0.01 ("Era Common Stock") (the "Merger Consideration"), and, if applicable, cash in lieu of any fractional shares. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time were cancelled. |
| (2) | Pursuant to the Merger Agreement, each Bristow restricted stock unit ("Bristow RSU") that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into a restricted stock unit in respect of shares of Era Common Stock ("Replacement RSU"), in an amount based on the Merger Consideration, subject to the same terms and conditions as were applicable to the corresponding Bristow RSU immediately prior to the Effective Time. |
| (3) | The Replacement RSUs vest in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. The vested Replacement RSUs will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2023. |
| (4) | Received in exchange for 6,187 Bristow RSUs in connection with the Merger. |
| (5) | In accordance with the Bristow Management Incentive Plan, the reporting person received an award of restricted stock units ("New RSUs"). |
| (6) | The New RSUs vest in full on the first anniversary of the grant date, subject to the reporting person's continued status as a director of the Combined Company as of the vesting date. |
| (7) | Pursuant to the Merger Agreement, each option to purchase Bristow Common Stock that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into an option to purchase shares of Era Common Stock ("Replacement Option"), subject to the same terms and conditions as were applicable to the corresponding Bristow option immediately prior to the Effective Time. |
| (8) | The Replacement Options vest and become exercisable in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. |
| (9) | Received in exchange for director stock options to acquire 9,721 shares of Bristow Common Stock for $14.98 per share. |