SEACOR Marine (SMHI) Form 4 SEACOR Marine / John M Gellert ownership change

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^*

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. Date of Earliest Transaction (Month/Day/Year)
04/16/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2019		A		42,000(1)	A	$0.00	126,085	D
Common Stock								45,871	I	JMG Assets LLC(2)
Common Stock								7,595	I	MCG Assets LLC(3)
Common Stock								31,208	I	MEG Assets LLC(4)
Common Stock								95,158	I	JMG GST LLC(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$13.28	04/16/2019		A		8,750		(6)	04/16/2029	Common Stock	8,750	$0.00	8,750	D
Performance Restricted Stock Units	(7)	04/16/2019		A		28,000		(8)	(8)	Common Stock	28,000	$0.00	28,000	D

Explanation of Responses:

1. The restricted stock award reported on this Form 4 will lapse in three equal annual installments beginning on March 4, 2020 and ending on March 4, 2022.

2. 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.

3. The Reporting Person serves as the 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 securities.

4. The Reporting Person serves as the manager of MEG 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 securities.

5. 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.

6. The stock option award reported on this Form 4 is exercisable in three equal annual installments beginning on March 4, 2020 and ending on March 4, 2022.

7. Each Performance Restricted Stock Unit (each, a "PRSU") represents a contingent right to receive, at vesting, one share of Common Stock subject to the achievement of certain performance goals and service-based vesting requirements.

8. These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $15.61, $17.77, $20.06, $22.34 and $24.50, respectively.

Remarks:

	/s/ Andrew H. Everett II, Attorney-in-Fact	04/18/2019
	** 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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