Sec Form 4 Filing - CORBETT ALAN @ Bristow Group Inc. - 2020-06-11

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
CORBETT ALAN
2. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP, EAMEA and SAR
(Last)
(First)
(Middle)
C/O BRISTOW GROUP INC., 3151 BRIARPARK DRIVE, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2020
(Street)
HOUSTON, TX77042
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 06/11/2020 A( 1 )( 2 ) 40,004 A $ 0 ( 3 ) ( 4 ) 40,004 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
Employee Stock Option (Right to Buy) $ 29.84 06/11/2020 A( 1 )( 5 ) 6,485 ( 6 ) 11/01/2029 Common Stock 6,485 $ 0 ( 7 ) 6,485 D
Employee Stock Option (Right to Buy) $ 14.01 06/11/2020 A( 1 )( 8 ) 20,185 ( 6 ) 11/01/2029 Common Stock 20,185 $ 0 ( 9 ) 20,185 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CORBETT ALAN
C/O BRISTOW GROUP INC.
3151 BRIARPARK DRIVE, SUITE 700
HOUSTON, TX77042
Senior VP, EAMEA and SAR
Signatures
/s/ Justin D. Mogford, Attorney-in-Fact for Alan Corbett 06/15/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 11, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020, as amended (the "Merger Agreement"), by and among Era Group Inc. ("Era"), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era ("Merger Sub"), and Bristow Group Inc. ("Bristow"), Merger Sub merged with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Following the Merger, Era changed its name to Bristow Group Inc. (the "Combined Company"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each holder of Bristow common stock, par value $0.0001 ("Bristow Common Stock"), immediately prior to the Effective Time, received, for each share of Bristow Common Stock, 0.502096 shares of Era common stock, par value $0.01 ("Era Common Stock") (the "Merger Consideration"), and, if applicable, cash in lieu of any fractional shares. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time were cancelled.
( 2 )Pursuant to the Merger Agreement, each Bristow restricted stock unit ("Bristow RSU") that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into a restricted stock unit in respect of shares of Era Common Stock ("Replacement RSU"), in an amount based on the Merger Consideration, subject to the same terms and conditions as were applicable to the corresponding Bristow RSU immediately prior to the Effective Time.
( 3 )The Replacement RSUs vest in four equal annual installments beginning on November 1, 2020, subject to continuous service of the reporting person as of each such vesting date. The vested Replacement RSUs will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2025.
( 4 )Received in exchange for 31,017 Bristow RSUs in connection with the Merger.
( 5 )Pursuant to the Merger Agreement, each option to purchase Bristow Common Stock that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into an option to purchase shares of Era Common Stock ("Replacement Option"), subject to the same terms and conditions as were applicable to the corresponding Bristow option immediately prior to the Effective Time.
( 6 )The Replacement Options vest in four equal annual installments beginning on November 1, 2020, subject to continuous service of the reporting person as of each such vesting date.
( 7 )Received in exchange for Bristow Common Options to acquire 12,917 shares of Bristow Common Stock for $14.98 per share.
( 8 )Pursuant to the Merger Agreement, each option to purchase Bristow preferred stock, par value $0.0001 ("Bristow Preferred Stock"), that was outstanding immediately prior to the Effective Time ("Bristow Preferred Option") was, immediately prior to the Effective Time, converted into a Bristow Common Option, which, as of the Effective Time, was assumed and converted into a Replacement Option, subject to the same terms and conditions as were applicable to the corresponding Bristow Preferred Option immediately prior to the Effective Time.
( 9 )Received in exchange for Bristow Preferred Options to acquire 7,762 shares of Bristow Preferred Stock for $36.37 per share, which were converted into Bristow Common Options immediately prior to the Effective Time.

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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