SEC FORM 4

SEC Form 4

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^*

MARSH MICHAEL G

(Last)

(First)

(Middle)

P O BOX 3806

(Street)

SEATTLE

98124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TODD SHIPYARDS CORP [ TOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Todd Shipyards Corp Common Stock	07/01/2010		M		360	A	⁽¹⁾	31,320	D
Todd Shipyards Corp Common Stock	07/01/2010		M		360	A	⁽¹⁾	31,680	D
Todd Shipyards Corp Common Stock	07/06/2010		M		300	A	⁽¹⁾	31,980	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Todd stock appreciation rights	$21.02							⁽²⁾	07/06/2012⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾	07/06/2010		M			300	⁽⁵⁾	⁽⁵⁾	Common Stock	300	⁽⁶⁾	600	D
Todd stock appreciation rights	$14.48							⁽⁷⁾	07/01/2013⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾	07/01/2010		M			360	⁽⁸⁾	⁽⁸⁾	Common Stock	360	⁽⁶⁾	1,080	D
Todd stock appreciation rights	$16.98							⁽⁹⁾	07/01/2014⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾	07/01/2010		M			360	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	360	⁽⁶⁾	1,440	D
Todd stock appreciation rights	$14.55							⁽¹¹⁾	07/01/2015⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	1,800		1,800	D

Explanation of Responses:

1. Received upon vesting/conversion of restricted stock units previously awarded under Incentive Stock Plan. No consideration was paid to Todd either at time of award or at time of conversion.

2. The SARs vest as to 1,000 units on each July 6 commencing in 2008 (through 2010).

3. Upon certain termination events, earlier as to non-vested units.

4. Each RSU represents the right to receive one share of Todd Common Stock, subject to adjustment as provided in the grant agreement.

5. The RSUs vest and convert to Todd Common Stock as to 300 units each July 6 commencing in 2008 (through 2012).

6. Granted under the Todd Shipyards Incentive Stock Plan.

7. The SARs vest as to 1,000 units each July 1 commencing in 2009 (through 2011).

8. The RSUs vest and convert to Todd Common Stock as to 360 units on each July 1 commencing in 2009 (through 2013).

9. The SARs vest as to 1,000 units on each July 1 commencing in 2010 (through 2012).

10. The RSUs vest and convert to Todd Common Stock as to 360 units each July 1 commencing in 2010 (through 2014).

11. The SARs vest as to 1,000 units each July 1 commencing in 2011 (through 2013).

12. The RSUs vest and convert to Todd Common Stock as to 360 units each July 1 commencing in 2011 (through 2015).

	Michael G. Marsh	07/06/2010
	** 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).
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