SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

COMPOFELICE JOSEPH S

(Last)

(First)

(Middle)

10001 WOODLOCH FOREST DRIVE

STE 610

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRICO MARINE SERVICES INC [ TRMA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2010

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 Following Reported Transaction(s) (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)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2010		J⁽¹⁾		75,528	D	$0	125,128	D

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)	Code	V	(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)
Employee Stock Option (right to buy)	$39.18	05/29/2010		J⁽²⁾			16,666	⁽³⁾	⁽³⁾	Common Stock	16,666	$0	33,334	D
Employee Stock Option (right to buy)	$2.05	05/29/2010		J⁽²⁾			32,500	⁽⁴⁾	⁽⁴⁾	Common Stock	32,500	$0	16,250	D
Stock Appreciation Rights	$2.05	05/29/2010		J⁽⁵⁾			32,500	⁽⁵⁾	⁽⁵⁾	Common Stock	32,500	$0	16,250⁽⁶⁾	D
Stock Appreciation Rights	$2.05	05/29/2010		J⁽⁵⁾			41,667	⁽⁵⁾	⁽⁵⁾	Common Stock	41,667	$0	0⁽⁹⁾	D
Phantom Stock	⁽⁷⁾	05/29/2010		J⁽⁸⁾			50,394	⁽⁸⁾	⁽⁸⁾	Common Stock	50,394	$0	0⁽⁹⁾	D
Stock Appreciation Rights	$2.39	05/29/2010		J⁽⁵⁾			176,601	⁽⁵⁾	⁽⁵⁾	Common Stock	176,601	$0	0⁽⁹⁾	D

Explanation of Responses:

1. These shares of restricted stock were forfeited upon termination of the reporting person's employment with Issuer effective May 29, 2010.

2. These employee stock options were forfeited upon termination of the reporting person's employment with Issuer effective May 29, 2010.

3. The entire grant of 50,000 employee stock options vested ratably over a three-year period beginning on the first anniversary of the grant date, of which 33,334 are vested and outstanding and will expire on August 27, 2010.

4. The entire grant of 48,750 employee stock options vested ratably over a three-year period as follows: 33% on March 13, 2010, 33% on March 13, 2011 and 34% on March 13, 2012, of which 16,250 have vested and are outstanding and will expire on August 27, 2010.

5. These Stock Appreciation Rights were forfeited upon termination of the reporting person's employment with Issuer effective May 29, 2010.

6. These SAR's will expire August 27, 2010.

7. Each share of Phantom Stock represents the right to receive the fair market value of one share of the Issuer's common stock.

8. These shares of Phantom Stock were forfeited upon termination of the reporting person's employment with the Issuer effective May 29, 2010.

9. No shares remaining of this particular award.

	/s/ Rishi Varma on behalf of Joseph S. Compofelice	07/06/2010
	** 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).
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