Sec Form 4 Filing - Rubio Samuel R @ GULFMARK OFFSHORE INC - 2018-11-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rubio Samuel R 2. Issuer Name and Ticker or Trading Symbol GULFMARK OFFSHORE INC [ GLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP and CFO (Last) (First) (Middle) 842 W. SAM HOUSTON PARKWAY N., STE 400 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2018 (Street) HOUSTON, TX77024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/15/2018 D 196 D 9,483 D Common Stock 11/15/2018 D 9,483 ( 2 ) D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrants (Right to Buy) $ 100 11/15/2018 D 2,115 11/14/2017 11/14/2024 Common Stock 2,115 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rubio Samuel R 842 W. SAM HOUSTON PARKWAY N. STE 400 HOUSTON, TX77024 Senior VP and CFO Signatures /s/ Samuel R. Rubio 11/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of common stock was disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2018, between Tidewater Inc. ("Tidewater") and the Issuer, in exchange for (1) 1.100 shares of common stock of Tidewater and (2) any applicable cash in lieu of fractional shares of common stock of Tidewater. ( 2 )As previously reported, the reporting person received a grant of restricted stock units representing a contingent right to receive the equivalent number of shares of common stock of the Issuer for no consideration that vest in one-third increments on each of the first three anniversaries of April 13, 2018. On November 15, 2018, each restricted stock unit was disposed of pursuant to the Merger Agreement in exchange for restricted stock units of Tidewater representing a contingent right to receive 1.100 shares of common stock of Tidewater on substantially similar terms, as described in more detail in the Merger Agreement. ( 3 )The warrants were assumed by Tidewater pursuant to the Merger Agreement and converted automatically into a warrant representing a right to acquire shares of common stock of Tidewater on substantially the same terms, as described in more detail in the Merger Agreement.

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).

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