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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SEACOR HOLDINGS INC /NEW/ [ CKH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/04/2021 | ||||||||||||||||||||||||||
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 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 | 03/04/2021 | M | 14,983 | A | $38.26 | 448,978 | D | |||
Common Stock | 03/04/2021 | M | 14,983 | A | $39.68 | 463,961 | D | |||
Common Stock | 03/04/2021 | F | 28,772 | D | $42.5 | 435,189 | D | |||
Common Stock | 12,000 | I | Sara Fabrikant 2012 GST Exempt Trust(1) | |||||||
Common Stock | 800 | I | Eric Fabrikant 2009 Family Trust(2) | |||||||
Common Stock | 800 | I | Harlan Saroken 2009 Family Trust(2) | |||||||
Common Stock | 12,388 | I | VSS Holding Corp.(3) | |||||||
Common Stock | 14,826 | I | By Spouse(4) | |||||||
Common Stock | 60,000 | I | Charles Fabrikant 2012 GST Exempt Trust(2) | |||||||
Common Stock | 332,142 | I | Fabrikant International Corporation(5) | |||||||
Common Stock | 42,121 | I | Charles Fabrikant 2009 Family Trust | |||||||
Common Stock | 18,995 | I | Article Sixth Trust U/W/O Elaine Fabrikant FBO EF |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | $38.26(6) | 03/04/2021 | M | 14,983(7) | (8) | 03/04/2021 | Common Stock | 14,983 | $0 | 0 | D | ||||
Stock Options (right to buy) | $39.68(9) | 03/04/2021 | M | 14,983(7) | (8) | 03/04/2021 | Common Stock | 14,983 | $0 | 0 | D |
Explanation of Responses: |
1. Reporting Person is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
2. Reporting Person's spouse is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
3. Reporting Person is the President and sole stockholder. |
4. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
5. Reporting Person is the President. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
6. On June 2, 2017, the issuer completed the spin-off of SEACOR Marine Holdings Inc.(the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $62.01 to $40.01. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $40.01 to $38.26. |
7. On June 2, 2017, in connection with the SMHI Spin-Off, these options were adjusted, resulting in the reporting person's ownership of 5,317 additional stock options. |
8. These options became exercisable in 5 equal annual installments beginning on March 4, 2012, and ending on March 4, 2016. |
9. The completion of the SMHI spin-off of SEACOR Marine Holdings Inc. (the "SMHI Spin-Off"), in which the issuer distributed all shares of SMHI to the issuer's stockholders. The Completion of the SMHI Spin-off resulted in an adjustment to the exercise price of these options from $64.22 to $40.44. On December 20, 2017, the issuer paid a dividend to its stockholders consisting of a portion of the issuer's shares of Dorian LPG Ltd., which resulted in a further adjustment to the exercise price of these options from $40.44 to $39.68. |
Remarks: |
/s/ William C. Long Attorney-in-Fact | 03/08/2021 | |
** 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. |