Cindy Muller Form 5 GULFMARK OFFSHORE / Cindy Muller ownership change

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^*

Muller Cindy

(Last) (First) (Middle)

842 W. SAM HOUSTON PARKWAY N.

STE 400

(Street)

HOUSTON TX 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)
Frmr SVP - Gen Cnsl & Corp Sec

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)
				Amount	(A) or (D)	Price
Class A Common Stock, $0.01 par value	10/06/2017		F(2)	2,736	D	$0.183	0	D
Class A Common Stock, $0.01 par value	11/14/2017		J(1)(3)	7,264	D	(3)	0	D
Common Stock, $0.01 par value	11/14/2017		J(1)(3)	20	A	(3)	20	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (rights to buy)	$100	11/14/2017		J(1)(3)	213		(3)	(3)	Common Stock	213	(3)	213	D
Warrants (rights to buy)	$100	11/14/2017		J(4)	266		(4)	(4)	Common Stock	266	(4)	479	D
Phantom Stock	(4)	11/14/2017		J(4)	19,508.05		(4)	(4)	Class A Common Stock	19,508.05	(4)	0	D
Phantom Stock	(4)	11/14/2017		J(4)	25		(4)	(4)	Common Stock	25	(4)	25	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 her 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 7,264 shares of Predecessor Common Stock were canceled and she received 20 Shares and New Existing Equity Warrants to purchase 213 Shares.

4. On the Effective Date and pursuant to the Plan, the reporting person's 19,508.05 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 for 25 Shares and 266 New Existing Equity Warrants.

	/s/ Cindy Muller	03/27/2018
	** Signature of Reporting Person	Date
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