SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 06/04/2008 A(1) 500 A $0 63,906 D
Common Stock 28,952 I Held by Wife(2)
Common Stock 120,000 I Held by Partnership(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $88.5 06/04/2008 A(1) 3,000 (4) 06/04/2018 Common Stock 3,000 (5) 3,000 D
Explanation of Responses:
1. The stock and option awards being reported on this Form 4 were granted pursuant to SEACOR Holdings Inc.'s 2007 Share Incentive Plan.
2. The shares of Common Stock reported herein as indirectly beneficially owned by the Reporting Person are held by the wife of the Reporting Person. With respect to such shares the Reporting Person disclaims beneficial ownership and this report shall not be deemed an admission that the Reporting Person is the beneficial owner thereof for purposes of Section 16 or for any other purpose.
3. The Reporting Person may be deemed to be the indirect beneficial owner of, and to have an indirect pecuniary interest in, 120,000 shares of Common Stock by virtue of his approximate 23% general partner interest in Windcrest Partners, L.P. ("Windcrest Partners"), the direct owner of such 120,000 shares. The Reporting Person hereby disclaims beneficial ownership, and any pecuniary interest in, the 120,000 shares owned by Windcrest Partners in excess of his approximate 23% general partner interest in Windcrest Partners.
4. The option will vest and be exercisable on the earlier of (a) June 4, 2009 and (b) the date of the first annual meeting of stockholders after the date of the grant of the option, provided that the Reporting Person continues to serve as a director of SEACOR Holdings Inc. on such date. The option will vest and becomes immediately exercisable upon (i) a change in control of SEACOR Holdings Inc. or (ii) the termination of employment of the Reporting Person by reason of disability or death.
5. Not applicable.
/s/ Dick Fagerstal, Attorney-in-Fact 06/05/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.