0000921895-17-000608.txt : 20170307 0000921895-17-000608.hdr.sgml : 20170307 20170307172530 ACCESSION NUMBER: 0000921895-17-000608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170307 DATE AS OF CHANGE: 20170307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULFMARK OFFSHORE INC CENTRAL INDEX KEY: 0001030749 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760526032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50945 FILM NUMBER: 17673046 BUSINESS ADDRESS: STREET 1: 10111 RICHMOND AVE STREET 2: STE 340 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139639522 MAIL ADDRESS: STREET 1: 10111 RICHMOND AVE STREET 2: STE 340 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 SC 13D/A 1 sc13da307738055_03072017.htm AMENDMENT NO. 3 TO SCHEDULE 13D sc13da307738055_03072017.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

GulfMark Offshore, Inc.
(Name of Issuer)

Class A Common Stock, $0.01 par value
(Title of Class of Securities)

402629 20 8
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 3, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 402629 20 8
 
1
NAME OF REPORTING PERSON
 
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,113,155
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,113,155
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,113,155
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.9%
14
TYPE OF REPORTING PERSON
 
IA

 
2

 
CUSIP NO. 402629 20 8
 
1
NAME OF REPORTING PERSON
 
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
20,000
8
SHARED VOTING POWER
 
5,113,155
9
SOLE DISPOSITIVE POWER
 
20,000
10
SHARED DISPOSITIVE POWER
 
5,113,155
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,133,155
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.0%
14
TYPE OF REPORTING PERSON
 
HC

 
3

 
CUSIP NO. 402629 20 8
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
 
Item 4 is hereby amended to add the following:
 
On March 3, 2017, William C. Martin resigned as a member of the board of directors of the Issuer.  Mr. Martin’s resignation was not as a result of any disagreement with the Issuer on any matters relating to the Issuer’s operations, policies or practices.
 
 
4

 
CUSIP NO. 402629 20 8
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 7, 2017
Raging Capital Management, LLC
   
 
By:
/s/ Frederick C. Wasch
   
Name:
Frederick C. Wasch
   
Title:
Chief Financial Officer


 
/s/ Frederick C. Wasch
 
Frederick C. Wasch as attorney-in-fact for William C. Martin
 
 
5