FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ERA GROUP INC. [ ERA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/31/2013 | J(1) | 24,087(1) | A | (1) | 24,087 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Options (right to buy) | $11.42 | 02/27/2013 | A(2) | 13,384 | (3) | 05/20/2020 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $11.6 | 02/27/2013 | A(2) | 13,384 | (3) | 05/13/2019 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $13.59 | 02/27/2013 | A(2) | 13,384 | (3) | 05/17/2016 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $15.36 | 02/27/2013 | A(2) | 13,384 | (3) | 03/04/2018 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $16.74 | 02/27/2013 | A(2) | 13,384 | (3) | 05/17/2017 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $18.4 | 02/27/2013 | A(2) | 13,384 | (4) | 06/07/2022 | Common stock | 13,384 | $0.00 | 13,384 | D | ||||
Stock Options (right to buy) | $20.41 | 02/27/2013 | A(2) | 13,384 | (3) | 05/24/2021 | Common stock | 13,384 | $0.00 | 13,384 | D |
Explanation of Responses: |
1. On January 31, 2013, SEACOR Holdings Inc. ("SEACOR") effected the distribution of 100% of the outstanding shares of common stock of Era Group Inc. ("Era Group") held by SEACOR to SEACOR's shareholders (the "Distribution"). As a result of the Distribution, the reporting person received one share of Era Group common stock for each share of SEACOR common stock (including SEACOR restricted stock awards) held on the record date for the Distribution, January 24, 2013, or a total of 24,087 shares of Era Group common stock. The acquisition of shares as a result of the Distribution was exempt pursuant to Rule 16a-9. |
2. In connection with the Distribution, the reporting person's SEACOR options were converted into Era Group options pursuant to a replacement award agreement between the reporting person and Era Group (the "Replacement Awards"). The compensation committee of the registrant's board of directors ratified the number of awards to be issued as Replacement Awards and the issuance of the Replacement Awards on February 27, 2013. |
3. The options are fully vested and exercisable. |
4. The options will vest on June 7, 2013, provided that Mr. Webster is serving as a director of Era Group as of such date. |
/s/ Steven Webster | 03/01/2013 | |
** Signature of Reporting Person | Date | |
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. |