Sec Form 4 Filing - KRATZ OWEN E @ HELIX ENERGY SOLUTIONS GROUP INC - 2022-01-21

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 KRATZ OWEN E 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT & CEO (Last) (First) (Middle) 3505 W SAM HOUSTON PARKWAY N., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2022 (Street) HOUSTON, TX77043 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 01/21/2022 M 463,587 A $ 0( 1 ) 7,660,825( 2 ) D Common Stock 01/21/2022 F 182,422( 3 ) D $ 3.12 7,478,403( 2 ) 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 Units ( 1 ) 01/21/2022 M 463,587 ( 1 ) ( 1 ) Common Stock 463,587 $ 0( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KRATZ OWEN E 3505 W SAM HOUSTON PARKWAY N. SUITE 400 HOUSTON, TX77043 X PRESIDENT & CEO Signatures Ken Neikirk by power of attorney 01/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Performance Share Unit ("2019 PSU") was previously granted on January 2, 2019 and represented the contingent right to receive one share of Company common stock. Actual number of shares upon vesting could have ranged from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over the three-year period beginning January 1, 2019 and ended December 31, 2021. Amount earned and vested was 156.75% of the number of 2019 PSUs granted. ( 2 )Mr. Kratz disclaims beneficial ownership of 1,000,000 shares included in this amount, which shares are held by Joss Investments Limited Partnership, an entity in which he is a general partner. ( 3 )These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's 2019 PSUs.

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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