Sec Form 4 Filing - CHILES WILLIAM E @ Bristow Group Inc - 2014-07-31

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 CHILES WILLIAM E 2. Issuer Name and Ticker or Trading Symbol Bristow Group Inc [ BRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Sr. Advisor and CEO Emeritus (Last) (First) (Middle) 2103 CITY WEST BLVD., 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2014 (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 07/31/2014 M 25,681 A $ 0 147,878 D Common Stock 07/31/2014 M 26,894 A $ 0 174,772 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 Restricted Stock Units ( 1 ) 07/31/2014 M 25,681 06/06/2016( 2 ) 06/06/2016 Common Stock 25,681 $ 0 0 D Time Vested Restricted Stock Unit ( 1 ) 07/31/2014 M 26,894 05/25/2015( 2 ) 05/25/2015 Common Stock 26,894 $ 0 0 D Employee Stock Option (Right to Buy) $ 43.88 05/25/2013( 2 ) 05/25/2022 Common Stock 73,481 73,481 D Employee Stock Option (Right to Buy) $ 62.65 06/06/2014( 2 ) 06/06/2023 Common Stock 67,581 67,581 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHILES WILLIAM E 2103 CITY WEST BLVD. 4TH FLOOR HOUSTON, TX77042 Sr. Advisor and CEO Emeritus Signatures /s/ E. Chipman Earle, Attorney-in-Fact 08/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The conversion or exercise price of the security is 1 for 1. ( 2 )Pursuant to the Retirement and Consulting Agreement between Bristow Group Inc. and William E. Chiles dated January 30, 2014, which was disclosed on a Form 8-K filed with the SEC on February 4, 2014, all outstanding awards of restricted stock, restricted stock units and non-qualified stock options, other than equity awards issued after June 4, 2014, fully vested on July 31, 2014, the resignation date of Mr. Chiles, with any unexercised options remaining exercisable for the full original ten-year term of the option.

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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