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)

842 W. SAM HOUSTON PARKWAY N.

STE 400

(Street)

HOUSTON

77024

(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)
	SVP - Controller & CAO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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)
Class A Common Stock, $0.01 par value	10/06/2017		F⁽²⁾	19,691	D	$0.183	0	D
Class A Common Stock, $0.01 par value	11/14/2017		J⁽¹⁾⁽³⁾	72,177⁽⁴⁾	D	⁽³⁾	0	D
Common Stock, $0.01 par value	11/14/2017		J⁽¹⁾⁽³⁾	196	A	⁽³⁾	196	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)	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)
Warrants (rights to buy)	$100	11/14/2017		J⁽¹⁾⁽³⁾	2,115		⁽³⁾	⁽³⁾	Common Stock	2,115	⁽³⁾	2,115	D
Warrants (rights to buy)	$100	11/14/2017		J⁽⁵⁾	1,051		⁽⁵⁾	⁽⁵⁾	Common Stock	1,051	⁽⁵⁾	3,166	D
Phantom Stock	⁽⁵⁾	11/14/2017		J⁽⁵⁾	43,541.99		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	43,541.99	⁽⁵⁾	0	D
Phantom Stock	⁽⁵⁾	11/14/2017		J⁽⁵⁾	97		⁽⁵⁾	⁽⁵⁾	Common Stock	97	⁽⁵⁾	97	D

Explanation of Responses:

1. Effective November 14, 2017 (the "Effective Date"), the Issuer emerged from bankruptcy pursuant to a Chapter 11 Plan (the "Plan").

2. Transaction was a withholding and sale by the Issuer of a portion of vested restricted Class A Common Stock, $0.01 par value per share, of the Issuer outstanding immediately prior to the Effective Date ("Predecessor Common Stock"), to satisfy the reporting person's tax obligations upon the immediate vesting of such shares in anticipation of the Issuer's emergence from bankruptcy.

3. On the Effective Date, all Predecessor Common Stock was canceled and each holder of such Predecessor Common Stock, including the reporting person, received his pro rata share of (a) new shares of the Issuer's common stock ("Shares"), representing in the aggregate 0.75% of the Shares, or as applicable, certain warrants (the "Reorganized GulfMark Equity"), subject to dilution by the Reorganized GulfMark Equity issued or issuable under the Issuer's management incentive plan (the "MIP") and upon exercise of the New Existing Equity Warrants (as defined below), and (b) warrants for 7.5% of the equity in the reorganized Issuer subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP, with an exercise price based on an equity value of $1 billion (the "New Existing Equity Warrants"). Accordingly, the reporting person's 72,177 shares of Predecessor Common Stock were canceled and he received 196 Shares and New Existing Equity Warrants to purchase 2,115 Shares.

4. The reporting person's Form 4 filed on March 28, 2017 incorrectly stated, in Column 5, due to a transcription error, the total number of shares of Predecessor Common Stock owned by the reporting person. The correct amount of shares that should have been reported was 91,868 shares of Predecessor Common Stock and not 91,109 shares of Predecessor Common Stock.

5. On the Effective Date and pursuant to the Plan, the reporting person's 43,541.99 shares of Predecessor Common Stock underlying the Phantom Stock units held in a "Rabbi" trust to hold the stock portion of the reporting person's benefits under the Issuer's Executive Nonqualified Excess Plan were cancelled in exchange for 97 Shares and 1,051 New Existing Equity Warrants.

	/s/ Samuel R. Rubio	03/27/2018
	** 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).
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