0001127602-20-019641.txt : 20200615 0001127602-20-019641.hdr.sgml : 20200615 20200615214103 ACCESSION NUMBER: 0001127602-20-019641 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200611 FILED AS OF DATE: 20200615 DATE AS OF CHANGE: 20200615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANZO ROBERT CENTRAL INDEX KEY: 0001106358 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35701 FILM NUMBER: 20964852 MAIL ADDRESS: STREET 1: PARK 80 W PLZ 2 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc. CENTRAL INDEX KEY: 0001525221 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 721455213 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 945 BUNKER HILL RD., SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-369-4700 MAIL ADDRESS: STREET 1: 945 BUNKER HILL RD., SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: ERA GROUP INC. DATE OF NAME CHANGE: 20110708 FORMER COMPANY: FORMER CONFORMED NAME: Era Froup Inc. DATE OF NAME CHANGE: 20110708 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2020-06-11 0001525221 Bristow Group Inc. VTOL 0001106358 MANZO ROBERT C/O BRISTOW GROUP INC. 3151 BRIARPARK DRIVE, SUITE 700 HOUSTON TX 77042 1 Common Stock 2020-06-11 4 A 0 8040 0 A 8040 D Common Stock 2020-06-12 4 A 0 7491 0 A 15531 D Director Stock Option (Right to Buy) 29.84 2020-06-11 4 A 0 4880 0 A 2029-12-17 Common Stock 4880 4880 D On June 11, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020, as amended (the "Merger Agreement"), by and among Era Group Inc. ("Era"), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era ("Merger Sub"), and Bristow Group Inc. ("Bristow"), Merger Sub merged with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Following the Merger, Era changed its name to Bristow Group Inc. (the "Combined Company"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each holder of Bristow common stock, par value $0.0001 ("Bristow Common Stock"), immediately prior to the Effective Time, received, for each share of Bristow Common Stock, 0.502096 shares of Era common stock, par value $0.01 ("Era Common Stock") (the "Merger Consideration"), and, if applicable, cash in lieu of any fractional shares. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time were cancelled. Pursuant to the Merger Agreement, each Bristow restricted stock unit ("Bristow RSU") that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into a restricted stock unit in respect of shares of Era Common Stock ("Replacement RSU"), in an amount based on the Merger Consideration, subject to the same terms and conditions as were applicable to the corresponding Bristow RSU immediately prior to the Effective Time. The Replacement RSUs vest in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. The vested Replacement RSUs will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2023. Received in exchange for 6,187 Bristow RSUs in connection with the Merger. In accordance with the Bristow Management Incentive Plan, the reporting person received an award of restricted stock units ("New RSUs"). The New RSUs vest in full on the first anniversary of the grant date, subject to the reporting person's continued status as a director of the Combined Company as of the vesting date. Pursuant to the Merger Agreement, each option to purchase Bristow Common Stock that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into an option to purchase shares of Era Common Stock ("Replacement Option"), subject to the same terms and conditions as were applicable to the corresponding Bristow option immediately prior to the Effective Time. The Replacement Options vest and become exercisable in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. Received in exchange for director stock options to acquire 9,721 shares of Bristow Common Stock for $14.98 per share. /s/ Justin D. Mogford, Attorney-in-Fact for Robert Manzo 2020-06-15