Sec Form 4 Filing - Demarest Craig @ TIDEWATER INC - 2017-07-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Demarest Craig 2. Issuer Name and Ticker or Trading Symbol TIDEWATER INC [ TDW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Principal Accounting Officer (Last) (First) (Middle) C/O TIDEWATER INC., 601 POYDRAS ST., SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2017 (Street) NEW ORLEANS, LA70130 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 07/31/2017 D( 1 ) 8,160 ( 1 ) D $ 0 ( 1 ) 0 D Common Stock 07/31/2017 D( 1 ) 1,552 ( 1 ) D $ 0 ( 1 ) 0 I by 401(k) Plan ( 2 ) Common Stock 07/31/2017 A( 3 ) 260 ( 3 ) A $ 0 ( 3 ) 260 D Common Stock 07/31/2017 A( 3 ) 49 ( 3 ) A $ 0 ( 3 ) 49 I by 401(k) Plan ( 2 )

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 Series A Warrants $ 57.06 07/31/2017 A( 3 ) 421 ( 3 ) ( 4 ) 07/31/2023 Common Stock 421 $ 0 ( 3 ) 421 D Series A Warrants $ 57.06 07/31/2017 A( 3 ) 80 ( 3 ) ( 4 ) 07/31/2023 Common Stock 80 $ 0 ( 3 ) 80 I by 401(k) Plan ( 2 ) Series B Warrants $ 62.28 07/31/2017 A( 3 ) 455 ( 3 ) ( 4 ) 07/31/2023 Common Stock 455 $ 0 ( 3 ) 455 D Series B Warrants $ 62.28 07/31/2017 A( 3 ) 87 ( 3 ) ( 4 ) 07/31/2023 Common Stock 87 $ 0 ( 3 ) 87 I by 401(k) Plan ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Demarest Craig C/O TIDEWATER INC. 601 POYDRAS ST., SUITE 1500 NEW ORLEANS, LA70130 Principal Accounting Officer Signatures Bruce D. Lundstrom as Agent and Attorney-in-Fact for Craig J. Demarest 08/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 17, 2017, the Issuer and certain of its subsidiaries (the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Cases" and such court, the "Bankruptcy Court"). On July 17, 2017, the Bankruptcy Court entered a written order (the "Confirmation Order") confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of the Debtors, as modified by the Confirmation Order (the "Plan"). On July 31, 2017 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Bankruptcy Cases. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.10 per share (the "Old Common Stock"), and all options to purchase such stock, were cancelled and extinguished. ( 2 )Represents interests held for the benefit of the Reporting Person by the Trustee of the Tidewater Inc. 401(k) Savings Plan. ( 3 )As provided in the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Person) received, in exchange for each one share of Old Common Stock held as of such date, (i) 0.031833 new shares of common stock, par value $0.001 per share (the "New Common Stock"), (ii) 0.051621 Series A Warrants to purchase an equivalent number of shares of New Common Stock (the "Series A Warrants"), and (iii) 0.055806 Series B Warrants to purchase an equivalent number of shares of New Common Stock (the "Series B Warrants"), in all cases, subject to rounding with no fractional shares or warrants issued. Such exchange was involuntary, without consideration and in accordance with the terms of the Plan. ( 4 )The Series A Warrants and Series B Warrants may be exercised at any time prior to the expiration date, unless earlier terminated and paid out by their terms upon the consummation of certain business combinations or sale transactions involving the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.