SEACOR Marine (SMHI) Form 5 SEACOR Marine / John M Gellert 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.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Gellert John M

(Last) (First) (Middle)

C/O SEACOR MARINE HOLDINGS INC.

12121 WICKCHESTER LANE, SUITE 500

(Street)

HOUSTON TX 77079

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEACOR Marine Holdings Inc. [ SMHI ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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
Common Stock	03/01/2023		G	4,100	A	$0	12,634	I	MCG Assets, LLC(1)
Common Stock	03/07/2023		G4(2)	12,634	D	$0	0	I	MCG Assets, LLC(1)
Common Stock							109,109	I	JMG Assets, LLC(3)
Common Stock							95,158	I	JMG GST LLC(4)
Common Stock							759,150	D
Common Stock							26,557	I	Michael E. Gellert 2011 Family Trust(5)

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

Explanation of Responses:

1. The Reporting Person serves as a manager of MCG Assets, LLC and, as such, has the power to direct the voting and disposition of the reported securities. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the reported securities.

2. On 3/7/23, MCG Assets, LLC contributed 12,634 shares to a grantor retained annuity trust ("GRAT"). The GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by the GRAT are not reported by the Reporting Person. The terms of the GRAT provide for two annual annuity payments to MCG Assets, LLC and, upon expiration of the GRAT, the Reporting Person is a co-beneficiary of the remainder (if any) of the GRAT.

3. The shares reported here are indirectly owned by the Reporting Person through JMG Assets, LLC. The Reporting Person is the Manager of JMG Assets, LLC

4. The shares reported here are indirectly owned by the Reporting Person through JMG GST LLC. The Reporting Person is the Manager of JMG GST LLC.

5. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the reported securities.

	/s/ Andrew H. Everett II, Attorney-in-Fact	02/13/2024
	** 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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