SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2019 | 3. Issuer Name and Ticker or Trading Symbol Bristow Group Inc [ BRS ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.0001 par value per share | 1,223,673 | I | See footnotes(1)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
10.000% Series A Convertible Preferred Stock | 10/31/2019 | (2) | Common Stock, $0.0001 par value | 1,276,598(3) | 36.37 | I | See footnotes(1)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares of common stock, $0.0001 par value per share (the "Common Stock") and 10.000% Series A Convertible Preferred Stock, $0.0001 par value per share (the "Preferred Stock") to which this Form 3 relates are held of record by Empyrean Investments, LLC, a Delaware limited liability company ("EI"). Empyrean Capital Partners, LP, a Delaware limited partnership ("ECP"), serves as the sole member of EI. Empyrean Capital, LLC, a Delaware limited liability company ("ECP GP"), is the general partner of ECP. Amos Meron serves as the managing member of ECP GP, and as such may be deemed to have beneficial ownership of the securities held directly by EI. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock and Preferred Stock except to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(1), ECP is not deemed to beneficially own the securities held by EI but has elected to file this Form 3 nevertheless. |
2. The Preferred Stock is perpetual and has no expiration date. |
3. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Preferred Stock based upon (i) an initial liquidation preference of $48.51 divided by (ii) a conversion price of $36.37 multiplied by (iii) the aggregate number of shares of Preferred Stock held by the Reporting Persons as of the date of issuance. |
4. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. |
Remarks: |
EMPYREAN CAPITAL PARTNERS, LP, By: /s/ C. Martin Meekins, its Chief Operating Officer | 11/08/2019 | |
EMPYREAN INVESTMENTS, LLC, By: Empyrean Capital Partners, LP, its Sole Member, By: /s/ C. Martin Meekins, its Chief Operating Officer | 11/08/2019 | |
AMOS MERON, By: /s/ Amos Meron | 11/08/2019 | |
** 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 5 (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. |