Tidewater (TDW) Form 3 Initial statement of insider ownership

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^*

TIDEWATER INC

(Last) (First) (Middle)

6002 ROGERDALE ROAD

SUITE 600

(Street)

HOUSTON TX 77072

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2018

3. Issuer Name and Ticker or Trading Symbol
GULFMARK OFFSHORE INC [ GLF ]

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

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

5. 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 Beneficially Owned
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)
No securities beneficially owned	0	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On July 15, 2018, Tidewater Inc. ("Tidewater") entered into an Agreement and Plan of Merger (the "Merger Agreement") with GulfMark Offshore, Inc. ("GulfMark"), which, among other things, contemplates the acquisition by Tidewater of the entire equity interest in GulfMark, including all shares of its common stock, $0.01 par value per share (the "GulfMark Common Stock").

2. Concurrently with execution of the Merger Agreement, each of Raging Capital Management, LLC ("Raging") and 5 Essex, L.P. ("5 Essex" and, together with Raging, the "GulfMark Supporting Stockholders"), entered into a voting and support agreement with Tidewater (together, the "Voting Agreements"), pursuant to which the GulfMark Supporting Stockholders have agreed, among other things and subject to the terms and conditions of the Voting Agreements, to vote 1,709,464 shares of GulfMark Common Stock, in the case of Raging, and 914,882 shares of GulfMark Common Stock, in the case of 5 Essex (in the aggregate, the "Covered Shares"), beneficially owned by each, respectively, in favor of the adoption of the Merger Agreement and the approval of all transactions contemplated by the Merger Agreement (together, the "Transactions").

3. Tidewater does not have any pecuniary interest in the Covered Shares, any other shares of GulfMark Common Stock, or any other GulfMark securities. The purpose of the Voting Agreements is to facilitate the adoption of the Merger Agreement and approval of the Transactions by the stockholders of GulfMark. Through its execution of the Voting Agreements, Tidewater may be deemed to have acquired shared voting power with respect to the Covered Shares. However, the filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be construed as an admission by Tidewater that it is the beneficial owner of any shares of GulfMark Common Stock for purposes of Section 13(d), 13(g) or 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Bruce D. Lundstrom, EVP & General Counsel, Tidewater Inc.	07/25/2018
	** 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).
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