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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Whalen Jennifer Dawn C/O BRISTOW GROUP INC. 3151 BRIARPARK DRIVE, SUITE 700 7TH FL HOUSTON, TX 77042 |
SVP, CFO (Interim) |
/s/Crystal L. Gordon, Attorney-in-Fact for Jennifer Dawn Whalen | 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) | 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"), 13,087 shares of restricted stock vested on the Closing Date and 4,234 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. |