| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/09/2023 |
3. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 26,817(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | (2) | 03/19/2023 | Common Stock | 5,000 | 20.48 | D | |
| Employee Stock Option (Right to Buy) | (3) | 06/17/2030 | Common Stock | 10,000 | 15.76 | D | |
| Restricted Stock Units | (4) | (5) | Common Stock | 10,000 | 0 | D | |
| Explanation of Responses: |
| 1. Includes (i) 4,324 shares of restricted stock that, subject to limited exceptions, will vest on March 9, 2023, (ii) 6,275 shares of restricted stock that will vest in two equal installments scheduled to occur on June 1, 2023 and June 1, 2024, and (iii) 9,175 shares of restricted stock that will vest in three equal installments scheduled to occur on June 1, 2023, June 1, 2024 and June 1, 2025. |
| 2. These options granted on March 19, 2013 are fully vested and exercisable. |
| 3. These options granted on June 17, 2020 vest in full on June 12, 2023, subject to continuous service of the reporting person as of such vesting date. |
| 4. Each performance-vested restricted stock unit ("Performance RSU") granted on June 17, 2020 represents a contingent right to receive one share of common stock of the issuer ("Common Stock"). |
| 5. The Performance RSUs are subject to a three-year performance period ending on June 12, 2023 and vest on June 12, 2023, if at all, if earned in three equal annual installments beginning on June 12, 2021 based on the achievement of pre-established target volume weighted average prices per share of Common Stock over the 120-day period immediately preceding June 12, 2021; June 12, 2022; and June 12, 2023. |
| Remarks: |
| Exhibit List: Power of Attorney |
| /s/ Justin D. Mogford, attorney-in-fact for Stuart Stavley | 02/10/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||