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^*

Goss Anna M.

(Last)

(First)

(Middle)

C/O ERA GROUP INC.

818 TOWN & COUNTRY BLVD., SUITE 200

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ERA GROUP INC. [ ERA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Finance; CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013

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)
Common Stock	01/31/2013		J⁽¹⁾		5,679⁽¹⁾	A	⁽¹⁾	5,679	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)
Stock Options (right to buy)	$8.22	02/27/2013		A⁽²⁾		1,673		⁽³⁾	03/04/2019	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$8.73	02/27/2013		A⁽²⁾		557		⁽⁴⁾	03/04/2018	Common stock	557	$0.00	557	D
Stock Options (right to buy)	$10.75	02/27/2013		A⁽²⁾		1,673		⁽⁵⁾	03/04/2020	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$11.89	02/27/2013		A⁽²⁾		111		⁽⁶⁾	03/02/2016	Common stock	111	$0.00	111	D
Stock Options (right to buy)	$12.26	02/27/2013		A⁽²⁾		1,673		⁽³⁾	03/04/2019	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$12.46	02/27/2013		A⁽²⁾		1,673		⁽³⁾	03/04/2019	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$12.99	02/27/2013		A⁽²⁾		1,673		⁽³⁾	03/04/2019	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$13.35	02/27/2013		A⁽²⁾		1,673		⁽⁵⁾	03/04/2020	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$13.68	02/27/2013		A⁽²⁾		1,673		⁽⁵⁾	03/04/2020	Common stock	1,673	$0.00	1,673	D
Stock Options (right to buy)	$14.05	02/27/2013		A⁽²⁾		557		⁽⁴⁾	03/04/2018	Common stock	557	$0.00	557	D
Stock Options (right to buy)	$14.23	02/27/2013		A⁽²⁾		111		⁽⁶⁾	03/02/2016	Common stock	111	$0.00	111	D
Stock Options (right to buy)	$15.09	02/27/2013		A⁽²⁾		111		⁽⁶⁾	03/02/2016	Common stock	111	$0.00	111	D
Stock Options (right to buy)	$15.2	02/27/2013		A⁽²⁾		2,230		⁽⁶⁾	03/04/2017	Common stock	2,230	$0.00	2,230	D
Stock Options (right to buy)	$15.35	02/27/2013		A⁽²⁾		557		⁽⁴⁾	03/04/2018	Common stock	557	$0.00	557	D
Stock Options (right to buy)	$15.82	02/27/2013		A⁽²⁾		2,230		⁽⁶⁾	03/04/2017	Common stock	2,230	$0.00	2,230	D
Stock Options (right to buy)	$16.67	02/27/2013		A⁽²⁾		2,230		⁽⁶⁾	03/04/2017	Common stock	2,230	$0.00	2,230	D
Stock Options (right to buy)	$16.69	02/27/2013		A⁽²⁾		557		⁽⁶⁾	03/02/2016	Common stock	557	$0.00	557	D
Stock Options (right to buy)	$16.8	02/27/2013		A⁽²⁾		557		⁽⁴⁾	03/04/2018	Common stock	557	$0.00	557	D
Stock Options (right to buy)	$16.92	02/27/2013		A⁽²⁾		2,230		⁽⁶⁾	03/04/2017	Common stock	2,230	$0.00	2,230	D
Stock Options (right to buy)	$20.69	02/27/2013		A⁽²⁾		1,673		⁽⁵⁾	03/04/2020	Common stock	1,673	$0.00	1,673	D

Explanation of Responses:

1. On January 31, 2013, SEACOR Holdings Inc. ("SEACOR") effected the distribution of 100% of the outstanding shares of common stock of Era Group Inc. ("Era Group") held by SEACOR to SEACOR's shareholders (the "Distribution"). As a result of the Distribution, the reporting person received one share of Era Group common stock for each share of SEACOR common stock (including SEACOR restricted stock awards) held on the record date for the Distribution, January 24, 2013, or a total of 5,679 shares of Era Group common stock. The acquisition of shares as a result of the Distribution was exempt pursuant to Rule 16a-9.

2. In connection with the Distribution, the reporting person's SEACOR options were converted into Era Group options pursuant to a replacement award agreement between the reporting person and Era Group (the "Replacement Awards"). The compensation committee of the registrant's board of directors ratified the number of awards to be issued as Replacement Awards and the issuance of the Replacement Awards on February 27, 2013.

3. Includes 670 unvested options, 335 of which will vest on March 4, 2013 and 335 of which will vest on March 4, 2014.

4. Includes 111 unvested options that will vest on March 4, 2013.

5. Includes 1,004 unvested options, 334 of which will vest on March 4, 2013; 335 of which will vest on March 4, 2014; and 335 of which will vest on March 4, 2015.

6. The options are fully vested and exercisable.

	/s/ Anna Goss	03/01/2013
	** 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).
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