SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Rubio Samuel R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GULFMARK OFFSHORE INC [ GLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller & CAO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	05/15/2005		4P	45.112		⁽¹⁾	⁽¹⁾	Common Stock	45.112	$22.86	45.112	D
Phantom Stock	⁽¹⁾	05/31/2005		4P	41.151		⁽¹⁾	⁽¹⁾	Common Stock	41.151	$25.06	86.263	D
Phantom Stock	⁽¹⁾	06/15/2005		4P	40.205		⁽¹⁾	⁽¹⁾	Common Stock	40.205	$25.65	126.467	D
Phantom Stock	⁽¹⁾	06/30/2005		4P	37.761		⁽¹⁾	⁽¹⁾	Common Stock	37.761	$27.31	164.228	D
Phantom Stock	⁽¹⁾	07/15/2005		4P	37.527		⁽¹⁾	⁽¹⁾	Common Stock	37.527	$27.48	201.756	D
Phantom Stock	⁽¹⁾	07/31/2005		4P	37.446		⁽¹⁾	⁽¹⁾	Common Stock	37.446	$27.54	239.201	D
Phantom Stock	⁽¹⁾	08/15/2005		4P	36.312		⁽¹⁾	⁽¹⁾	Common Stock	36.312	$28.4	275.513	D
Phantom Stock	⁽¹⁾	08/31/2005		4P	34.617		⁽¹⁾	⁽¹⁾	Common Stock	34.617	$29.79	310.13	D
Phantom Stock	⁽¹⁾	09/15/2005		4P	34.001		⁽¹⁾	⁽¹⁾	Common Stock	34.001	$30.33	344.131	D
Phantom Stock	⁽¹⁾	09/30/2005		4P	31.957		⁽¹⁾	⁽¹⁾	Common Stock	31.957	$32.27	376.088	D
Phantom Stock	⁽¹⁾	10/15/2005		4P	35.365		⁽¹⁾	⁽¹⁾	Common Stock	35.365	$29.16	411.453	D
Phantom Stock	⁽¹⁾	10/31/2005		4P	36.133		⁽¹⁾	⁽¹⁾	Common Stock	36.133	$28.54	447.586	D
Phantom Stock	⁽¹⁾	11/15/2005		4P	32.583		⁽¹⁾	⁽¹⁾	Common Stock	32.583	$31.65	480.169	D
Phantom Stock	⁽¹⁾	11/30/2005		4P	30.894		⁽¹⁾	⁽¹⁾	Common Stock	30.894	$33.38	511.064	D
Phantom Stock	⁽¹⁾	12/15/2005		4P	32.257		⁽¹⁾	⁽¹⁾	Common Stock	32.257	$31.97	543.32	D
Phantom Stock	⁽¹⁾	12/31/2005		4P	34.816		⁽¹⁾	⁽¹⁾	Common Stock	34.816	$29.62	578.136	D
Phantom Stock	⁽¹⁾	01/15/2006		4P	32.166		⁽¹⁾	⁽¹⁾	Common Stock	32.166	$32.06	610.303	D
Phantom Stock	⁽¹⁾	01/31/2006		4P	31.479		⁽¹⁾	⁽¹⁾	Common Stock	31.479	$32.76	641.781	D
Phantom Stock	⁽¹⁾	02/15/2006		4P	35.82		⁽¹⁾	⁽¹⁾	Common Stock	35.82	$28.79	677.601	D
Phantom Stock	⁽¹⁾	02/28/2006		4P	37.609		⁽¹⁾	⁽¹⁾	Common Stock	37.609	$27.42	715.211	D
Phantom Stock	⁽¹⁾	03/15/2006		4P	38.624		⁽¹⁾	⁽¹⁾	Common Stock	38.624	$26.7	753.834	D
Phantom Stock	⁽¹⁾	03/31/2006		4P	37.095		⁽¹⁾	⁽¹⁾	Common Stock	37.095	$27.8	790.929	D
Phantom Stock	⁽¹⁾	04/15/2006		4P	38.856		⁽¹⁾	⁽¹⁾	Common Stock	38.856	$26.54	829.786	D
Phantom Stock	⁽¹⁾	04/30/2006		4P	37.637		⁽¹⁾	⁽¹⁾	Common Stock	37.637	$27.4	867.423	D
Phantom Stock	⁽¹⁾	05/15/2006		4P	45.754		⁽¹⁾	⁽¹⁾	Common Stock	45.754	$25.92	913.176	D

Explanation of Responses:

1. On reviewing the Section 16 reporting requirements relating to GulfMark Offshore, Inc.'s Executive Nonqualified Excess Plan, it was determined that the phantom stock units created by the deferral of compensation by both officers and directors should have been reported as a derivative security by the officer/director once the phantom stock unit was allocated to his account. This filing reports all transactions related to the phantom stock units in the plan allocated to the individual from his point of entry into the plan through March 31, 2009. Each phantom stock unit is the economic equivalent of one share of common stock. Subject to the provisions of the plan, the phantom stock units become payable only in common stock upon the officer/director's termination of service."

Remarks:

	/s/ Samuel Rubio	04/16/2009
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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