Sec Form 4 Filing - Whalen Jennifer Dawn @ Bristow Group Inc. - 2021-03-09

Insider filing report for Changes 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
Whalen Jennifer Dawn
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)
SVP, CFO
(Last) (First) (Middle)
C/O BRISTOW GROUP INC., 3151 BRIARPARK DRIVE, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(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 03/09/2021 F 1,836 ( 1 ) D $ 27.87 43,012 ( 2 ) ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whalen Jennifer Dawn
C/O BRISTOW GROUP INC.
3151 BRIARPARK DRIVE, SUITE 700
HOUSTON, TX77042
SVP, CFO
Signatures
/s/ Justin D. Mogford, Attorney-in-Fact for Jennifer D. Whalen 03/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover the associated tax liability upon the vesting of a portion of a previously granted restricted stock award, which grant was originally reported in Table I of the Reporting Person's Form 4 filed on March 12, 2020.
( 2 )These securities consist of (i) 14,622 restricted stock previously reported in Table I of the Reporting Person's Form 4 filed on March 12, 2020 and 30,226 shares of common stock beneficially owned by the Reporting Person, both of which give effect to the 1:3 reverse stock split as reported in footnote 2 of the Reporting Person's Form 4 filed June 15, 2020, and (ii) the subtraction of the shares withheld as reported in Column 4 of this Form 4.
( 3 )Excludes 3 shares of common stock inadvertently included in the amount reported in Column 5 of the Form 4 filed by the Reporting Person on June 15, 2020 as a result of an error in connection with the calculation of the vesting of restricted stock and related withholding taxes.

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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