Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Tidewater Inc. |
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
|
(Title of Class of Securities)
|
88642R109
|
(CUSIP Number)
|
Robert Robotti
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100New York, New York 10165
212-986-4800 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
March 9, 2021
|
(Date of Event Which Requires Filing of This Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Page 1 of 21 Pages)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 2 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robert E. Robotti*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF, OO, PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,092
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,895,211
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
7,092
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,895,211
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,902,303
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants (as defined herein) as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 3 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti & Company, Incorporated*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,892,211
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,892,211
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,892,211
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 4 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti & Company Advisors, LLC*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,889,811
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,889,811
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,889,811
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, IA
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 5 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti Securities, LLC*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,400
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,400
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,400
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, BD
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 6 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Suzanne Robotti*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
12,169
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
12,169
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,169
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 7 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ravenswood Management Company, L.L.C.*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,533,337
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,533,337
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,533,337
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.8%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 8 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The Ravenswood Investment Company, L.P. *
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
973,582
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
973,582
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
973,582
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.4% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for
details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 9 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ravenswood Investments III, L.P. *
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
559,755
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
559,755
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
559,755
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 10 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Suzanne and Robert Robotti Foundation, Inc.*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,000
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 11 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Alice N. Gran*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
100
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
100
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
100 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
||
CUSIP No. 88642R109
|
Page 12 of 21 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
James O’Leary*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | ||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
20,514
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
63,687
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
20,514
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
63,687
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
84,201
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 13 of 21 Pages
|
This Statement on Schedule 13D Amendment No. 3 (this "Amendment No. 3") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission"). This Amendment No. 3 amends the initial
Statement of Beneficial Ownership on Schedule 13D (the "Initial Statement") relating to shares of Common Stock, $0.001 par value per share (the "Common Stock"), including shares of Common Stock underlying Series A and B Warrants and under certain
warrants issued to persons not known to be U.S. Citizens who were holders of certain debt and leaseback obligations of the Issuer (the "New Creditor Warrants," and together with the Series A and B Warrants, the "Warrants"), of Tidewater Inc. (the
"Issuer"), filed on October 28, 2019 with the Commission, as amended by Amendment No. 1 thereto, filed with the Commission on February 6, 2020, as amended by Amendment No. 2 thereto, filed with the Commission on June 3, 2020, as specifically set
forth herein (as so amended, the "Amended Statement"). Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.
Item 2. |
Identity and Background
|
Item 2 of the Amended Statement is hereby amended and restated to read as follows:
(a), (b), (c) and (f). This Statement is filed on behalf of Robert E. Robotti ("Robotti"), Robotti & Company, Incorporated ("ROBT"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Robotti Securities, LLC
("Robotti Securities"), Suzanne Robotti, Ravenswood Management Company, L.L.C. ("RMC"), The Ravenswood Investment Company, L.P. ("RIC"), Ravenswood Investments III, L.P. ("RI"), the Suzanne and Robert Robotti Foundation, Inc. ("Robotti Foundation"),
Alice N. Gran and James O’Leary (together with Robotti, ROBT, Robotti Advisors, Robotti Securities, Suzanne Robotti, RMC, RIC, RI, Robotti Foundation and Ms. Gran, the "Reporting Persons").
The Reporting Persons are deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, by virtue of the Reporting Persons coordinating their activities with regard
to a potential proxy contest. Information regarding the potential proxy contest is reflected in the Notice of Intent to Nominate Directors, which is being filed as an exhibit and is incorporated herein by reference.
Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT. ROBT, a New York corporation, is the parent holding company of Robotti Advisors and Robotti
Securities. Robotti Advisors, a New York limited liability company, is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Robotti Securities, a New York limited liability company, is a broker-dealer registered
under Section 15 of the Securities Exchange Act of 1934, as amended. Suzanne Robotti is a United States citizen and wife of Mr. Robotti.
Mr. Robotti is Managing Director of RMC. RMC, a New York limited liability company, is the general partner of RIC and RI. RIC, a Delaware limited partnership, and RI, a New York limited partnership, are private
investment partnerships engaged in the purchase and sale of securities for their own accounts. RIC and RI are also advisory clients of Robotti Advisors
The Robotti Foundation is a nonprofit and nonstock corporation organized pursuant to Section 102 of the General Corporation Law of the State of Delaware and exempt from tax under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
Ms. Gran is a United States citizen whose principal occupation is serving as the chief executive officer of DAGS Partners Limited, a small law and insurance consulting practice focused on maritime related clients.
Mr. O'Leary is a United States citizen who is Senior Advisor or Director to certain private equity and pu
blic companies, currently serving as Chairman and Senior Advisor to Kinematics Manufacturing Company and as an
independent director and compensation committee member to Builders FirstSource, Inc.
The address of each of the Reporting Persons is 60 East 42nd Street, Suite 3100, New York, NY 10165.
Executive Officers and Directors:
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning executive officers and directors of ROBT, Robotti Advisors, Robotti Securities, and Robotti Foundation is included in
Schedule A hereto, which is incorporated by reference herein.
(d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 14 of 21 Pages
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 3 of the Amended Statement is hereby amended and restated to read as follows:
The aggregate purchase price of the 6,018 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,074 Warrants directly beneficially held by Mr. Robotti is approximately
$155,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Robotti were paid for using his personal funds.
The aggregate purchase price of the 1,086,472 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 270,002 Warrants, beneficially held by Robotti Advisors (excluding shares,
Warrants and 8% Senior Secured Notes Due August 2022 ("Senior Secured Notes") beneficially owned by Robotti Advisors and held by RIC and RI which are disclosed below) is approximately $21,755,000 (including brokerage fees and expenses). All of the
shares of Common Stock and Warrants beneficially held by Robotti Advisors were paid for using the personal funds of its advisory clients.
The aggregate purchase price of the 2,400 shares of Common Stock beneficially held by Robotti Securities, LLC is approximately $45,000 (including brokerage fees and expenses). All of the shares of Common Stock
beneficially held by Robotti Securities were paid for using its working capital.
The aggregate purchase price of the 10,881 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,288 Warrants directly beneficially held by Mrs. Suzanne Robotti is
approximately $181,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.
The aggregate purchase price of the 894,609 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 78,973 Warrants and $455,965 in principal amount of new Senior Secured Notes
directly beneficially held by RIC is approximately $11,422,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RIC were paid for using its working capital.
The aggregate purchase price of the 521,030 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 38,725 Warrants and $245,620 in principal amount of new Senior Secured Notes
directly beneficially held by RI is approximately $6,295,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RI were paid for using its working capital.
The aggregate purchase price of the 3,000 shares of Common Stock beneficially held by Robotti Foundation is approximately $48,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially
held by Robotti Foundation were paid for using its personal funds.
The aggregate purchase prices set forth in this Item 3 relating to RIC and RI reflect certain cost basis adjustments due to the exchange of the Issuer's Credit Agreement Revolving Credit Commitment and Term Loan A as a
consequence of the 2017 plan of reorganization of the Issuer.
The aggregate purchase price of the 100 shares of Common Stock beneficially held by Ms. Gran is approximately $1,287 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Ms.
Gran were paid for using her personal funds.
The aggregate purchase price of the 84,201 shares of Common Stock beneficially held by Mr. O’Leary is approximately $1,141,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held
by Mr. O’Leary were paid for using his personal funds.
(The remainder of this page was intentionally left blank)
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 15 of 21 Pages
|
Item 4. |
Purpose of the Transaction
|
Item 4 of the Amended Statement is hereby amended to add the following:
On March 9, 2021, the Ravenswood Investment Company, L.P. submitted a Notice of Intent to Nominate Directors (“Notice”) to the Issuer. In the Notice, the Ravenswood Investment Company, L.P. nominated, in accordance with
the Second Amended and Restated By-laws, as amended to date, of the Issuer, the following three persons for election as Directors of the Issuer for the 2021 Annual Meeting of Stockholders of the Corporation scheduled for June 8, 2021 (the “Annual
Meeting”):
• |
Robert E. Robotti
|
• |
Alice N. Gran
|
• |
James O’Leary
|
A copy of the Notice is filed herewith as Exhibit 6 to this Statement and incorporated herein by reference.
(The remainder of this page was intentionally left blank)
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 16 of 21 Pages
|
Item 5. |
Interest in Securities of the Issuer
|
Item 5 of the Amended Statement is hereby amended and restated to read as follows:
(a)-(b) As of March 9, 2021, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge
of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
Reporting Person(1)
|
Aggregate
Number of Shares
|
Number of
Shares: Sole
Power to Vote
or Dispose
|
Number of
Shares: Shared
Power to Vote or
Dispose
|
Approximate
Percentage*
|
Robert Robotti (2)(3)(4)(6)(7)(8)(9)
|
2,902,303
|
7,092
|
2,895,211
|
7.06%
|
Robotti & Company, Incorporated (3)(4)(6)(7)(9)
|
2,892,211
|
0
|
2,892,211
|
7.04%
|
Robotti & Company Advisors, LLC (3)(6)(7)(9)
|
2,889,811
|
0
|
2,889,811
|
7.03%
|
Robotti Securities, LLC (4)
|
2,400
|
0
|
2,400
|
**
|
Suzanne Robotti (5)(8)
|
15,169
|
12,169
|
3,000
|
**
|
Ravenswood Management Company, L.L.C. (6)(7)
|
1,533,337
|
0
|
1,533,337
|
3.76%
|
The Ravenswood Investment Company, L.P.(6)
|
973,582
|
0
|
973,582
|
2.39%
|
Ravenswood Investments III, L.P.(7)
|
559,755
|
0
|
559,755
|
1.37%
|
The Suzanne and Robert Robotti Foundation, Inc. (8)
|
3,000
|
0
|
3,000
|
**
|
Alice N. Gran
|
100
|
0
|
100
|
**
|
James O’Leary (9)
|
84,201
|
20,514
|
63,687
|
**
|
*Based on the aggregate of (i) 40,715,611 shares of Common Stock, $0.001 Par Value per share, outstanding as of February 28, 2021, as disclosed in the Issuer's Annual Report on Form 10-K, for the year ended
December 31, 2020 and filed with the Commission on March 5, 2021, plus (ii) the number of shares of Common Stock underlying the Warrants beneficially owned by the Reporting Person, as required by Rule 13d-3(d)(1)(i) ("Rule 13d-3(d)(1)(i)") under the
Act.
** Less than 1%
(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to
the extent of such Reporting Person's pecuniary interest therein, if any.
(2) The aggregate number of shares includes 1,074 shares of Common Stock underlying 1,074 Warrants directly beneficially owned by
Mr. Robotti, but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti’s wife as set forth in footnote (5) below, all of which shares Mr.
Robotti disclaims beneficial ownership. Mr. Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 6,018 shares of Common Stock directly beneficially owned by him. Upon exercise of the Warrants
directly beneficially owned by him, Mr. Robotti will have the sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(3) The aggregate number of shares includes 270,002 shares of Common Stock underlying 270,002 Warrants directly beneficially owned
by the advisory clients of Robotti Advisors. Each of Mr. Robotti and ROBT share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of 1,086,472 shares of Common Stock directly beneficially owned
by the advisory clients of Robotti Advisors. Upon exercise of the Warrants directly beneficially owned by the advisory clients of Robotti Advisors, each of Mr. Robotti and ROBT will share with Robotti Advisors the power to dispose or direct the
disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 17 of 21 Pages
|
(4) The aggregate number of shares includes 2,400 shares of Common St
ock directly beneficially owned by Robotti Securities. Each
of Mr. Robotti and ROBT share with Robotti Securities the power to dispose or direct the disposition, and to vote or direct the vote, of 2,400 shares of Common Stock directly beneficially owned by Robotti Securities.
(5) The aggregate number of shares includes 1,288 shares of Common Stock underlying 1,288 Warrants directly beneficially owned by Suzanne Robotti, but
does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti and set forth in footnote (2) above, all of which shares Mrs. Robotti disclaims
beneficial ownership. Mrs. Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 10,881 shares of Common Stock directly beneficially owned by her. Upon exercise of the Warrants directly beneficially
owned by her, Mrs. Robotti will have the sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(6) The aggregate number of shares includes 78,973 shares of Common Stock underlying 78,973 Warrants directly beneficially owned by RIC. Mr. Robotti,
ROBT, Robotti Advisors and RMC share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of 894,609 shares of Common Stock directly beneficially owned by RIC. Upon exercise of the Warrants directly beneficially
owned by RIC, Mr. Robotti, ROBT, Robotti Advisors and RMC will share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting
rights.
(7) The aggregate number of shares includes 38,725 shares of Common Stock underlying 38,725 Warrants directly beneficially owned by RI. Mr. Robotti,
ROBT, Robotti Advisors and RMC share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of 521,030 shares of Common Stock directly beneficially owned by RI. Upon exercise of the Warrants directly beneficially
owned by RI, Mr. Robotti, ROBT, Robotti Advisors and RMC will share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(8) The aggregate number of shares includes 3,000 shares of Common Stock directly beneficially owned by the Robotti Foundation. Each of Mr. and Ms.
Robotti shares with Robotti Foundation the power to dispose or direct the disposition, and to vote and direct the vote, of 3,000 shares of Common Stock directly beneficially owned by Robotti Foundation.
(9) The aggregate number of shares includes 63,687 shares of Common Stock beneficially owned by Mr. O’Leary as a Client of Robotti Advisors. Mr.
O’Leary is reflected as having shared beneficial ownership of such shares as a result of his agreement to act as a nominee of RIC.
(c) The table below lists all the transactions in the Issuer's Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were made in the open
market and do not reflect commissions or other expenses.
Transactions in Shares*
Party
|
Date of
Purchase/
Sale
|
Number of
Shares of the
Common
Stock***
|
Buy/
Sell
|
Weighted
Average
Price
|
Price Range
|
|||||||||
Robotti Advisor's Advisory Clients
|
1/21/21
|
300
|
Sell
|
$
|
11.00
|
$
|
10.99-11.00
|
|||||||
Robotti Advisor's Advisory Clients
|
1/29/21
|
1,357
|
Buy
|
$
|
9.55
|
$
|
9.53-9.56
|
|||||||
RI
|
2/9/21
|
15,000
|
Sell
|
$
|
11.64
|
$
|
11.50-11.855
|
|||||||
RI
|
2/12/21
|
271
|
Sell
|
$
|
12.10
|
$
|
12.10-12.10
|
|||||||
RI
|
2/16/21
|
15,729
|
Sell
|
$
|
12.23
|
$
|
12.10-12.50
|
|||||||
Alice N. Gran
|
3/2/21
|
100
|
Buy
|
$
|
12.87 |
$
|
12.87 | |||||||
Robotti Advisor's Advisory Clients
|
3/3/21
|
300
|
Sell
|
$
|
13.76
|
$
|
13.76-13.76
|
|||||||
Robotti Advisor's Advisory Clients
|
3/3/21
|
1,357
|
Sell
|
$
|
13.81
|
$
|
13.74-13.915
|
*During such sixty day period, one or more accounts which held a total of 4,625 shares of Common Stock and 3,600 Warrants, ceased being either a discretionary customer of Robotti Securities or an advisory client of Robotti Advisors and RIC and RI
sold an aggregate of 8,671 Warrants.
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 18 of 21 Pages
|
(d) Robotti Advisors' advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them. Except as set forth in the
immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by
the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, more than five percent of the Issuer's Common Stock.
(e) Not Applicable
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Amended Statement is hereby amended to add the following:
Each of the Reporting Persons is a party to an Amended and Restated Joint Filing Agreement dated as of March 9, 2021 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this
Amendment No. 2 and any and all amendments and supplements hereto with the Commission. The Joint Filing Agreement is filed herewith as Exhibit 7 and incorporated herein by reference.
Robotti Advisors is the investment advisor on behalf of its clients. Each client has granted Robotti Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock pursuant to an investment
advisory agreement. Most clients pay Robotti Advisors a fixed fee equal to a percentage of their assets under management with Robotti Advisors for investment advisory services. Some clients pay a performance fee based upon net profits, if any, in
their accounts. Clients that are investment funds allocate a portion of net profits, if any, in such fund to a related party of Robotti Advisors.
RIC will reimburse the nominees for any expenses that they reasonably incur in connection with the intended solicitation of proxies for use at the Annual Meeting, and they will be indemnified by RIC for any liabilities
they may incur in connection with the intended solicitation of proxies for use at the Annual Meeting. RIC will bear the cost of the intended solicitation of proxies for use at the Annual Meeting. None of the nominees have any arrangement or
understandings with any other person pursuant to which they were or are to be selected as a director or nominee for election as a director of the Corporation. None of the nominees is, and none will become, a party to any agreement, arrangement or
understanding with, and none has given any commitment or assurance to each other or any other person as to how he or she, if elected as a director of the Corporation, will act or vote on any issue or question. There are not any other agreements,
arrangements or understandings between or among the Reporting Persons and their associates, on the one hand, and any other persons, on the other hand, in connection with the nomination of such persons for election as a director.
Item 7. |
Material to be Filed as Exhibits
|
Item 7 of the Amended Statement is hereby amended to add the following:
This filing includes the following exhibits:
6. |
The Ravenswood Investment Company, LP’s Notice of Intent to Nominate Directors, dated March 9, 2021, to Tidewater, Inc.
|
7. |
Amended and Restated Joint Filing Agreement dated as of March 9, 2021 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne
Robotti, Ravenswood Management Company, L.L.C., the Rave
nswood Investment Company, L.P., Ravenswood Investments III, L.P., Suzanne and Robert Robotti Foundation, Inc., Alice N. Gran and James O’Leary.
|
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 19 of 21 Pages
|
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date:
|
March 9, 2021
|
|||
/s/ Robert E. Robotti
|
/s/ Suzanne Robotti
|
|||
Robert E. Robotti
|
Suzanne Robotti
|
|||
/s/ Alice N. Gran
|
/s/ James O’Leary
|
|||
Alice N. Gran
|
James O’Leary
|
|||
Robotti & Company, Incorporated
|
Suzanne and Robert Robotti Foundation, Inc.
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: Director
|
|||
Robotti & Company Advisors, LLC
|
Robotti Securities, LLC
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: President and Treasurer
|
|||
Ravenswood Management Company, L.L.C.
|
||||
By:
|
/s/ Robert E. Robotti
|
|||
Name: Robert E. Robotti
|
||||
Title: Managing Director
|
||||
The Ravenswood Investment Company, L.P.
|
Ravenswood Investments III, L.P.
|
|||
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
|
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: Managing Director
|
Title: Managing Director
|
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 20 of 21 Pages
|
Schedule A
The following table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof.
Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC
Name:
|
Robert E. Robotti
|
(Director, President, Treasurer)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
President and Treasurer, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Nancy Seklir
|
(Director)
|
|
Citizenship:
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Kenneth R. Wasiak
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
104 Gloucester Road, Massapequa, New York 11758
|
Name:
|
Suzanne Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Founder, Medshadow Foundation
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Erwin Mevorah
|
(Vice President, Secretary)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Vice President and Secretary, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Suzanne and Robert Robotti Foundation, Inc.
|
|
Name:
|
Robert E. Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
President and Treasurer, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Suzanne Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Founder, Medshadow Foundation
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Kenneth R. Wasiak
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
104 Gloucester Road, Massapequa, New York 11758
|
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 21 of 21 Pages
|
Exhibit Index
The following documents are filed herewith and previously filed:
Exhibit
|
Page
|
|
1.
|
Joint Filing Agreement dated as of October 27, 2019 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the
Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.
|
Previously Filed
|
2.
|
Letter dated October 25, 2019, from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.
|
Previously Filed
|
3.
|
Amended and Restated Joint Filing Agreement dated as of February 4, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R.
Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.
|
Previously Filed
|
4
|
Amended and Restated Joint Filing Agreement dated as of June 2, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Compan
y, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R. Wasiak,
Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., and Suzanne and Robert Robotti Foundation, Inc.
|
Previously Filed
|
5.
|
Letter dated June 2, 2020 from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.
|
Previously Filed
|
The Ravenswood Investment Company, LP’s Notice of Intent to Nominate Directors, dated March 9, 2021, to Tidewater, Inc.
|
Filed Herewith
|
|
Amended and Restated Joint Filing Agreement dated as of March 9, 2021 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Ravenswood
Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., Suzanne and Robert Robotti Foundation, Inc., Alice N. Gran and James O’Leary.
|
Filed Herewith
|
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