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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 | ||||||||
| Class B common stock, par value $0.01 | (2) | 01/31/2013 | J(1) | 24,500,000 | (2) | (2) | Class A common stock | 24,500,000 | $ 0 | 0 (1) | D | ||||
| 6% Cumulative Perpetual Preferred Stock, Series A | (3) | 01/31/2013 | J(1) | 14,000,000 | (3) | (3) | Class B common stock | 320,000 | $ 0 | 0 (1) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SEACOR HOLDINGS INC /NEW/ 2200 ELLER DRIVE PO BOX 13038 FORT LAUDERDALE, FL 33316 |
X | |||
| /s/ Richard J. Ryan, Senior Vice President and Chief Financial Officer | 02/01/2013 | |
| **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 January 31, 2012, SEACOR Holdings Inc. ("SEACOR") effected the distribution of 100% of the outstanding shares of common stock of Era Group Inc. ("Era Group") held by SEACOR (the "Distribution"). Immediately prior to the Distribution, Era Group effected a recapitalization pursuant to which all of the outstanding shares of Era Group's Class B common stock and 6% Cumulative Perpetual Preferred Stock, Series A (all of which was held by SEACOR) was exchanged for 20,239,698 shares of newly-issued Era Group common stock. Following the Distribution, SEACOR is no longer a holder of equity securities of Era Group for purposes of Section 16. |
| (2) | Holders of Class B common stock may convert their Class B common stock, at their option, into Class A common stock at a conversion rate of one share of Class A common stock for each share of Class B common stock. Subject to limited exceptions, each share of Class B common stock transferred to a person other than SEACOR will automatically be converted into one share of Class A common stock. |
| (3) | Holders of the 6% Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") may convert the Series A Preferred Stock, at their option, at any time prior to an IPO of Era Group at the conversion rate of 4.375 shares of Class B common stock for each share of Series A Preferred Stock. For a period of 45 days following a qualified public offering of Era Group, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares to be converted divided by the public offering price of the registrant's Class A common stock. Following this period, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares being converted divided by the trading value of the Class A common stock. |