Sec Form 4 Filing - Staffeldt Erik @ HELIX ENERGY SOLUTIONS GROUP INC - 2024-01-01

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 Staffeldt Erik 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) Executive Vice President & CFO (Last) (First) (Middle) 3505 W. SAM HOUSTON PARKWAY N., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (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 01/01/2024 M 35,715 A 369,095 D Common Stock 01/01/2024 D 35,715 ( 2 ) D $ 10.28 333,380 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 ) 01/01/2024 M 35,715 ( 1 ) ( 3 ) Common Stock 35,715 $ 0 0 D Restricted Stock Units ( 4 ) 01/01/2024 A 63,230 ( 4 ) ( 5 ) Common Stock 63,230 $ 0 63,230 D Performance Share Units ( 6 ) 01/01/2024 A 126,460 ( 7 ) ( 6 ) ( 8 ) Common Stock 126,460 $ 0 126,460 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Staffeldt Erik 3505 W. SAM HOUSTON PARKWAY N. SUITE 400 HOUSTON, TX77043 Executive Vice President & CFO Signatures Ken Neikirk by power of attorney 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 1, 2022, forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 1, 2023 and forfeiture restrictions with respect to the remaining one-third of the grant lapsed on January 1, 2024. ( 2 )The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2021 RSUs for which forfeiture restrictions lapsed. ( 3 )Upon lapse of the forfeiture restrictions of the 2021 RSUs. ( 4 )This Restricted Stock Unit ("2024 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 2024 RSU represents the contingent right to receive one share of Company common stock. Forfeiture restrictions will lapse with respect to the 2024 RSUs granted on the basis of one-third of the grant on January 1, 2025, an additional one-third of the grant on January 1, 2026 and the remaining one-third of the grant on January 1, 2027. Upon each 2024 RSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion. ( 5 )Upon lapse of the forfeiture restrictions of the 2024 RSUs. ( 6 )This Performance Share Unit ("2024 PSU") award was granted pursuant to the LTIP and each 2024 PSU represents the contingent right to receive one share of Company common stock. Actual number of 2024 PSUs upon vesting may range from 0% to 200% dependent on the Company's performance over the three-year period from January 1, 2024 through December 31, 2026. Upon 2024 PSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion. ( 7 )Amount reported represents 200% of the number of 2024 PSUs granted and is the maximum number that may be earned. ( 8 )Upon payment of the 2024 PSUs, which shall occur no later than March 15, 2027.

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