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^*

Rigdon Larry T

(Last)

(First)

(Middle)

10111 RICHMOND AVE.

SUITE 340

(Street)

HOUSTON

77042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GULFMARK OFFSHORE INC [ GLF ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2010

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)
Class A Common Stock	06/08/2010		M⁽³⁾	V	2,884.584	A	⁽¹⁾	169,518.584	D
Class A Common Stock	06/08/2010		M⁽³⁾	V	0.584	D	$14.4⁽²⁾	169,518	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)
PHANTOM STOCK	⁽¹⁾	06/08/2010		M⁽³⁾	V		3,220.652	06/08/2010	06/08/2010	Class A Common Stock	3,220.652	⁽¹⁾	0	D

Explanation of Responses:

1. Effective June 8, 2010, Mr. Rigdon was no longer a member of the board of directors of GLF. Each phantom stock unit he received under GLF's Executive Nonqualified Excess Plan (the "Plan") was the economic equivalent of one share of GLF Class A common stock. On June 8, 2010, Mr. Rigdon's 3,220.652 phantom stock units were settled or forfeited as follows: (i) 2,884 for an equal number of shares of GLF Class A common stock, (ii) 0.584 units for cash, and (iii) 336.068 units were forfeited as they were not vested under the terms of the Plan.

2. Calculated based on the closing stock price of GLF Class A common stock on June 8, 2010, which was $24.57.

3. This is a voluntary filing reflecting Mr. Rigdon no longer being subject to Section 16. Under Rule 16a-2(b), a post-termination transaction by a former director is only reportable if the transaction is not exempt from Section 16(b) and occurs within less than six months of a non-exempt, opposite way transaction that occurred while the person was a director. Neither circumstance exists with respect to this transaction, but Mr. Rigdon wanted to file an exit report.

Remarks:

	/s/ Larry T. Rigdon	09/17/2010
	** 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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