Tidewater (TDW) Form 4 TIDEWATER / Quintin Kneen 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^*

Kneen Quintin

(Last) (First) (Middle)

842 WEST SAM HOUSTON PARKWAY NORTH

SUITE 400

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIDEWATER INC [ TDW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
DIRECTOR, PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2024

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, $0.001 par value	03/21/2024		A		19,477	A	$0(1)	351,362	D
Common Stock, $0.001 par value	03/22/2024		F		19,054(2)	D	$90.87	332,308	D
Common Stock, $0.001 par value	03/22/2024		M		344,598	A	$6.475	676,906	D
Common Stock, $0.001 par value	03/22/2024		F(3)		144,157	D	$89.85	532,749	D
Common Stock, $0.001 par value	03/22/2024		M		259,158	A	$18.09	791,907	D
Common Stock, $0.001 par value	03/22/2024		F(4)		140,189	D	$89.85	651,718	D

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 Option (right to buy)	$6.475	03/22/2024		M			344,598	04/20/2023(5)	04/20/2030	Common Stock, $0.001 par value	344,598	$0	267,183	D
Stock Option (right to buy)	$18.09	03/22/2024		M			259,158	03/22/2024(6)	03/22/2031	Common stock, $0.001 par value	259,158	$0	8,025	D

Explanation of Responses:

1. Represents a grant of restricted stock units that vest pro-rata per year on each of March 22, 2025, 2026, and 2027.

2. Represents shares withheld to cover taxes due upon the vesting of restricted stock units.

3. Represents a "net exercise" of outstanding stock options. The reporting person received 200,441 shares of common stock on a net exercise of an option to purchase 344,598 shares of common stock. The Company withheld 144,157 shares of common stock for payment of the exercise price and tax withholdings, using the closing stock price on March 21, 2024 of $89.85, pursuant to the terms of the Company's 2017 Stock Incentive Plan.

4. Represents a "net exercise" of outstanding stock options. The reporting person received 118,969 shares of common stock on a net exercise of an option to purchase 259,158 shares of common stock. The Company withheld 140,189 shares of common stock for payment of the exercise price and tax withholdings, using the closing stock price on March 21, 2024 of $89.85, pursuant to the terms of the Company's 2017 Stock Incentive Plan.

5. The stock option award vested as to 1/3 of the total number of shares on April 20, 2021, April 20, 2022 and April 20, 2023.

6. The stock option award vested as to 1/3 of the total number of shares on March 22, 2022, March 22, 2023 and March 22, 2024.

	/s/ Daniel A. Hudson, Attorney-in-Fact	03/25/2024
	** 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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