Registration No. 333-234325
| Title of each class of securities to be registered | | | Amount to be registered(1) | | | Proposed maximum offering price per unit(2) | | | Proposed maximum aggregate offering price(2) | | | Amount of registration fee | |
| 6.75% Convertible Senior Notes due 2026 | | | $200,000,000(1) | | | 100% of principal amount | | | $200,000,000 | | | $25,960.00(2) | |
| Common stock, $0.01 par value per share | | | (3) | | | —(3) | | | —(3) | | | —(4) | |
(1) | Represents the aggregate principal amount of 6.75% Convertible Senior Notes due 2026 (the “Notes”) whose offer and sale are registered hereby. |
(2) | Calculated pursuant to Rule 457(o) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). The fee payable in connection with the offering pursuant to this prospectus supplement has been paid in accordance with Rule 456(b) under the Securities Act. |
(3) | Includes an indeterminate number of shares of common stock of Helix Energy Solutions Group, Inc. issuable upon conversion of the Notes. The initial maximum conversion rate of the Notes is 207.9002 shares of common stock per $1,000 principal amount of Notes. Pursuant to Rule 416 under the Securities Act, the amount of shares of common stock whose offer and sale is registered hereby includes an indeterminate number of shares of common stock that may be issued in connection with stock splits, stock dividends, or similar transactions. No additional consideration is to be received in connection with the exercise of the conversion privilege of the Notes. |
(4) | Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the shares of common stock issuable upon conversion of the Notes because no additional consideration is to be received in connection with the exercise of the conversion privilege of the Notes. |