0000950170-24-031602.txt : 20240314 0000950170-24-031602.hdr.sgml : 20240314 20240314164806 ACCESSION NUMBER: 0000950170-24-031602 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240312 FILED AS OF DATE: 20240314 DATE AS OF CHANGE: 20240314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gellert John M CENTRAL INDEX KEY: 0001292966 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37966 FILM NUMBER: 24750955 MAIL ADDRESS: STREET 1: C/O SEACOR HOLDINGS STREET 2: 460 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR Marine Holdings Inc. CENTRAL INDEX KEY: 0001690334 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 472564547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12121 WICKCHESTER LANE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 9858765400 MAIL ADDRESS: STREET 1: 12121 WICKCHESTER LANE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77079 4 1 ownership.xml 4 X0508 4 2024-03-12 0001690334 SEACOR Marine Holdings Inc. SMHI 0001292966 Gellert John M C/O SEACOR MARINE HOLDINGS INC. 12121 WICKCHESTER LANE, SUITE 500 HOUSTON TX 77079 true true false false President and CEO false Common Stock 2024-03-07 5 G false 5607 0 A 10153 I MCG Assets, LLC Common Stock 2024-03-12 4 G false 10153 0 D 0 I MCG Assets, LLC Common Stock 2024-03-12 4 M false 51315 A 897275 D Common Stock 2024-03-12 4 F false 22579 12.54 D 874696 D Common Stock 109109 I JMG Assets, LLC Common Stock 95158 I JMG GST LLC Common Stock 26557 I Michael E. Gellert 2011 Family Trust Performance Restricted Stock Units 2024-03-12 4 M false 51315 0 D 2024-03-12 2024-03-12 Common Stock 51315 0 D On 3/7/24, MCG Assets, LLC received an annual annuity payment of 5,607 shares from a grantor retained annuity trust ("2023 GRAT"). The 2023 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are not reported by the Reporting Person. The Reporting Person serves as a manager of MCG Assets, LLC and, as such, has the power to direct the voting and disposition of the reported securities. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the securities. On 3/12/24, MCG Assets, LLC contributed 10,153 shares to a grantor retained annuity trust ("2024 GRAT"). The 2024 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are not reported by the Reporting Person. The terms of the 2024 GRAT provide for an annuity payment to MCG Assets, LLC on the first and second anniversary of the contribution and, upon expiration of the GRAT, the Reporting Person is a beneficiary of the remainder (if any) of the GRAT. Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis. See note 8 below for further details. The shares reported here are indirectly owned by the Reporting Person through JMG Assets, LLC. The Reporting Person is the manager of JMG Assets, LLC. The shares reported here are indirectly owned by the Reporting Person through JMG GST LLC. The Reporting Person is the manager of JMG GST LLC. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. On 3/12/21, the Reporting Person was granted 51,315 PRSUs consisting of five equal tranches, each of which would be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche were $3.98, $4.53, $5.11, $5.69 and $6.24, respectively. The service-based vesting requirements and each of the specified stock price performance goals were satisfied during the performance period ending 3/12/24 and the shares of Common Stock were issued at such date. /s/ Andrew H. Everett II, Attorney-in-Fact 2024-03-14