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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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Bristow Group Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
11040G103 (CUSIP Number) |
Matthew L. Clark 4009 W 49th Street, Suite 300 Sioux Falls, SD, 57106 605-362-2820 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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
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| CUSIP No. | 11040G103 |
| 1 |
Name of reporting person
South Dakota Investment Council | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SOUTH DAKOTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,056,091.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
Comment for Type of Reporting Person:
* The ownership percentage has been calculated based on an aggregate total of 28,920,179 shares of Common Stock (as defined below) issued and outstanding as of October 17, 2025, as provided by the Company, based on the Form S-3ASR Registration Statement filed by the Company on October 23, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Bristow Group Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3151 BRIARPARK DRIVE, SUITE 700, HOUSTON,
TEXAS
, 77042. | |
Item 1 Comment:
This Amendment No. 12 ( "Amendment No. 12") to Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on June 22, 2020 (the "Schedule 13D") by South Dakota Investment Council (the "Reporting Person") relating to the shares of common stock, par value $0.01 per share (the "Common Stock") of Bristow Group Inc., a Delaware corporation (the "Issuer"), reflects changes to the information in the amendment to the Schedule 13D filed by the Reporting Person on August 7, 2025 ("Amendment No.11"). Except as otherwise indicated, capitalized terms used and not defined in this Amendment No. 12 shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: (a) - (b) The responses of the Reporting Person with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person was calculated based on 28,920,179 shares of Common Stock issued and outstanding as of October 17, 2025, as provided by the Company, based on the Form S-3ASR Registration Statement filed by the Company on October 23, 2025. | |
| (c) | Except as disclosed in Exhibit 1 of this Schedule 13D, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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