Sec Form 4 Filing - HAJDIK LLOYD A @ HELIX ENERGY SOLUTIONS GROUP INC - 2013-05-08

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 HAJDIK LLOYD A 2. Issuer Name and Ticker or Trading Symbol HELIX ENERGY SOLUTIONS GROUP INC [ HLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP-Finance & CAO (Last) (First) (Middle) 400 N. SAM HOUSTON PARKWAY E., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2013 (Street) HOUSTON, TX77060 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 05/08/2013 F 10,423 ( 1 ) D $ 0 72,005 D Common Stock 05/08/2013 D 23,691 ( 2 ) D $ 0 48,314 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 Performance Share Unit ( 3 ) 05/08/2013 D 25,316 ( 4 ) ( 3 ) ( 3 ) Common Stock 25,316 ( 4 ) $ 0 0 D Performance Share Unit ( 5 ) 05/08/2013 D 19,380 ( 6 ) ( 5 ) ( 5 ) Common Stock 19,380 ( 6 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAJDIK LLOYD A 400 N. SAM HOUSTON PARKWAY E. SUITE 400 HOUSTON, TX77060 Senior VP-Finance & CAO Signatures /s/Margaret C. Fitzgeraldby power of attorney 05/09/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Hajdik's restricted stock awards. ( 2 )These shares of restricted stock were forfeited upon Mr. Hajdik's separation from the Company pursuant to the Separation Agreement between Mr. Hajdik and the Company dated April 24, 2013. ( 3 )Each Performance Share Unit ("PSU") represented a right to receive one share of Company common stock. The actual number of shares upon vesting ranged from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over a three-year period beginning January 1, 2012 and ending December 31, 2014. The amount originally reported was 200% of the number of PSUs granted and the maximum that could have been earned. ( 4 )These PSUs were forfeited upon Mr. Hajdik's separation from the Company. ( 5 )Each PSU represented a right to receive one share of Company common stock. The actual number of shares upon vesting ranged from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over a three-year period beginning January 1, 2013 and ending December 31, 2015. The amount originally reported was 200% of the number of PSUs granted and the maximum that could have been earned. ( 6 )These PSUs were forfeited upon Mr. Hajdik's separation from the Company.

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