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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HERCULES OFFSHORE, INC. [ HERO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Old Common Stock(1) | 11/06/2015 | J(1) | 830,956 | D | (1) | 0 | D | ||||||||
Common Stock(2) | 11/06/2015 | J(2) | 715,624 | D | $0 | 0 | D | ||||||||
New Common Stock(1) | 11/06/2015 | J(1) | 3,091 | A | (1) | 3,091 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (Right to Buy) | $25.34 | 11/06/2015 | J(1) | 72,000 | (3) | 02/12/2017 | Old Common Stock | 72,000 | (1) | 0 | D | |||
Stock Option (Right to Buy) | $25.64 | 11/06/2015 | J(1) | 72,000 | (3) | 02/14/2018 | Old Common Stock | 72,000 | (1) | 0 | D | |||
Stock Option (Right to Buy) | $35.75 | 11/06/2015 | J(1) | 36,000 | (3) | 06/23/2018 | Old Common Stock | 36,000 | (1) | 0 | D | |||
Stock Option (Right to Buy) | $1.65 | 11/06/2015 | J(1) | 350,000 | (3) | 02/25/2019 | Old Common Stock | 350,000 | (1) | 0 | D | |||
Stock Option (Right to Buy) | $3.89 | 11/06/2015 | J(1) | 300,000 | (3) | 02/24/2020 | Old Common Stock | 300,000 | (1) | 0 | D | |||
Warrants expiring 2021 | $70.5 | 11/06/2015 | J(1) | 24,938 | 11/06/2015 | (1) | New Common Stock | 24,938 | (1) | 24,938 | D |
Explanation of Responses: |
1. Pursuant to the Issuer's Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware, and became effective on November 6, 2015 (the "Plan"), all equity interests in the Issuer outstanding prior to effectiveness were cancelled, and for each share of common stock, par value $0.01 per share, issued and outstanding prior to the effectiveness of the Plan (the "Old Common Stock") (a) .00372120 share of new common stock, par value $0.01 per share (the "New Common Stock") and (b) .03000969 warrant exercisable at a price of $70.50 per share (the "Warrants") were issued. The Warrants are exercisable until November 8, 2021 unless they earlier expire in accordance with their terms. No fractional shares of New Common Stock or Warrants were issued. |
2. Restricted stock cancelled pursuant to the Plan. |
3. The stock options became exercisable in three equal amounts on each of the first three anniversaries of the date of grant. |
Remarks: |
This report is being filed to report the cancellation of the reporting person's Old Common Stock (and other derivative securities), and the issuance to the reporting person of shares of New Common Stock and Warrants (all as defined in the footnotes below). Each of the transactions reported on this report is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-7 thereunder. |
/s/ Beau Thompson, attorney-in-fact | 01/29/2016 | |
** 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. | ||
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 Number. |