0001127602-19-035407.txt : 20191218 0001127602-19-035407.hdr.sgml : 20191218 20191218171151 ACCESSION NUMBER: 0001127602-19-035407 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191217 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kern Wesley E. CENTRAL INDEX KEY: 0001792629 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 191293210 MAIL ADDRESS: STREET 1: 5004 GREGORY PLACE CITY: WEST LAKE HILLS STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-12-17 0000073887 Bristow Group Inc BRSWQ 0001792629 Kern Wesley E. 3151 BRIARPARK DRIVE, SUITE 700 HOUSTON TX 77042 1 Restricted Stock Units 2019-12-17 4 A 0 3836 0 A Common Stock 3836 3836 D Restricted Stock Units 2019-12-17 4 A 0 2351 0 A Preferred Stock 2351 2351 D Director Stock Option (Right to Buy) 36.37 2019-12-17 4 A 0 9721 0 A 2029-12-17 Common Stock 9721 9721 D On May 11, 2019, Bristow Group Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). On August 20, 2019, the Debtors filed an Amended Joint Plan of Reorganization (as subsequently modified on August 22, 2019 and September 30, 2019, the "Plan") with the Bankruptcy Court. On October 8, 2019, the Bankruptcy Court entered into an order confirming the Plan. On October 31, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from bankruptcy under the Chapter 11 Cases. On the Effective Date, all of the Company's previously outstanding shares of common stock, par value $0.01, including options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were canceled pursuant to the Plan. Each restricted stock unit represents a contingent right to receive one share of new common stock of the Company, as reorganized pursuant to and under the Plan, par value $0.0001 per share. Each restricted stock unit represents a contingent right to receive one share of new preferred stock of the Company, as reorganized pursuant to and under the Plan, par value $0.0001 per share. In accordance with a Management Incentive Plan adopted by the Company pursuant to the Plan (the "Management Incentive Plan"), the reporting person received an award of restricted stock units. The restricted stock units 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 Company as of each such vesting date. The vested restricted stock units will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in the Management Incentive Plan) of the Company and (ii) the fourth anniversary of the Effective Date. In accordance with the Management Incentive Plan, the reporting person received an award of stock options. The stock 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 Company as of each such vesting date. /s/ Justin D. Mogford, Attorney-in-Fact 2019-12-18