Sec Form 4 Filing - KRATZ OWEN E @ HELIX ENERGY SOLUTIONS GROUP INC - 2023-01-03

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) 01/03/2023 (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 01/03/2023 F 25,620( 1 ) D $ 7.38 7,452,783( 2 ) D Common Stock 01/04/2023 M 43,651 A 7,496,434( 2 ) D Common Stock 01/04/2023 F 17,177( 4 ) D $ 7.38 7,479,257( 2 ) D Common Stock 01/04/2023 M 192,307 A 7,671,564( 2 ) D Common Stock 01/04/2023 D 192,307( 6 ) D $ 7.38 7,479,257( 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 Expirati on 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 ( 7 ) 01/03/2023 A 243,902 ( 7 ) ( 8 ) Common Stock 243,902 $ 0 243,902 D Performance Share Units ( 9 ) 01/03/2023 A 487,804( 10 ) ( 9 ) ( 11 ) Common Stock 487,804 $ 0 487,804 D Restricted Stock Units ( 3 ) 01/04/2023 M 43,651 ( 3 ) ( 12 ) Common Stock 43,651 $ 0 43,651 D Restricted Stock Units ( 5 ) 01/04/2023 M 192,307 ( 5 ) ( 13 ) Common Stock 192,307 $ 0 384,616 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 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were forfeited to satisfy tax obligations related to the vesting of the pro rata portion of the reporting person's 2020 restricted stock award. ( 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 )Each Restricted Stock Unit ("2021 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2021 RSUs on January 4, 2022. Forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 4, 2023 and the remaining one-third of the grant will lapse on January 4, 2024. ( 4 )These shares were forfeited to satisfy tax obligations related to the vesting of the pro rata portion of the reporting person's 2021 RSUs. ( 5 )Each Restricted Stock Unit ("2022 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2022 RSUs on January 4, 2023. Forfeiture restrictions with respect to an additional one-third of the grant will lapse on January 4, 2024 and the remaining one-third of the grant on January 4, 2025. ( 6 )The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2022 RSUs for which forfeiture restrictions lapsed. ( 7 )This Restricted Stock Unit ("2023 RSU") award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective May 15, 2019, the "LTIP") and each 2023 RSU represents the contingent right to receive one share of Company common stock. Forfeiture restrictions will lapse with respect to the 2023 RSUs granted on the basis of one-third of the grant on January 3, 2024, an additional one-third of the grant on January 3, 2025 and the remaining one-third of the grant on January 3, 2026. Upon each vesting, the Compensation Committee has the option to pay the value in cash at its discretion. ( 8 )Upon lapse of the forfeiture restrictions of the 2023 RSUs. ( 9 )This Performance Share Unit ("PSU") award was granted pursuant to the LTIP and each PSU represents the contingent right to receive one share of Company common stock. Actual number of PSUs upon vesting may range from 0% to 200% dependent on the Company's performance over a three-year period beginning January 1, 2023 and ending December 31, 2025. Upon vesting, the Compensation Committee has the option to pay the value in cash at its discretion. ( 10 )Amount reported is 200% of the number of PSUs granted and the maximum number that may be earned. ( 11 )Upon payment of the PSUs, which shall occur no later than March 15, 2026. ( 12 )Upon lapse of the forfeiture restrictions of the 2021 RSUs. ( 13 )Upon lapse of the forfeiture restrictions of the 2022 RSUs.

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