X0202 4 2005-03-04 0 0000866829 CAL DIVE INTERNATIONAL INC CDIS 0001041815 KRATZ OWEN E 400 N SAM HOUSTON PARKWAY E SUITE 400 HOUSTON TX 77060 1 1 0 0 CHAIRMAN & CEO Pre-Paid Forward Contract 2005-03-04 4 J 0 250000 A 2008-03-10 Common Stock 250000 250000 D Pre-Paid Forward Contract 2005-03-04 4 J 0 250000 A 2008-03-24 Common Stock 250000 250000 D The final pricing terms of the Tranche 1 (as defined in the Remarks) Pre-Paid Forward Contract will be determined by the average sales price that Citibank NA will be able to obtain for an equivalent number of shares of Cal Dive International, Inc. The Tranche 1 Pre-Paid Forward Contract provides that the Reporting Person will be required to deliver a number of shares less than or equal to 250,000 shares (subject to applicable adjustments) in March 10, 2008 or, in the alternative, he may settle the transaction in cash. The final pricing terms of the Tranche 2 (as defined in the Remarks) Pre-Paid Forward Contract will be determined by the average sales price that Citibank NA will be able to obtain for an equivalent number of shares of Cal Dive International, Inc. The Tranche 2 Pre-Paid Forward Contract provides that the Reporting Person will be required to deliver a number of shares less than or equal to 250,000 shares (subject to applicable adjustments) in March 24, 2008 or, in the alternative, he may settle the transaction in cash. This Form 4 is being filed in connection with the proposed sale by the Reporting Person of 500,000 shares of the Common Stock of Cal Dive International, Inc. to Citibank NA in two equal tranches of 250,000 shares (herein Tranche 1 and Tranche 2, respectively), each of which is pursuant to a Pre-Paid Forward Sale transaction effected on March 4, 2005 and subject to the terms set forth in the respective Pre-Paid Forward Contracts entered into on March 3, 2005. The filing of this statement shall not be deemed an admission that any reporting person is, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the owner of any equity securities covered by this statement. /s/ James Lewis Connor, III by Power of Attorney 2005-03-08