0001209191-13-005627.txt : 20130201 0001209191-13-005627.hdr.sgml : 20130201 20130201162342 ACCESSION NUMBER: 0001209191-13-005627 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130131 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ERA GROUP INC. CENTRAL INDEX KEY: 0001525221 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 AIRPORT SERVICE ROAD CITY: LAKE CHARLES STATE: LA ZIP: 70605 BUSINESS PHONE: 337-478-6131 MAIL ADDRESS: STREET 1: 600 AIRPORT SERVICE ROAD CITY: LAKE CHARLES STATE: LA ZIP: 70605 FORMER COMPANY: FORMER CONFORMED NAME: Era Froup Inc. DATE OF NAME CHANGE: 20110708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/ CENTRAL INDEX KEY: 0000859598 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35701 FILM NUMBER: 13567009 BUSINESS ADDRESS: STREET 1: 2200 ELLER DRIVE STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 954 523-2200 MAIL ADDRESS: STREET 1: 2200 ELLER DRIVE STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 FORMER NAME: FORMER CONFORMED NAME: SEACOR SMIT INC DATE OF NAME CHANGE: 19970515 FORMER NAME: FORMER CONFORMED NAME: SEACOR HOLDINGS INC DATE OF NAME CHANGE: 19950327 FORMER NAME: FORMER CONFORMED NAME: SEACORE HOLDINGS INC DATE OF NAME CHANGE: 19950313 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-01-31 1 0001525221 ERA GROUP INC. ERA 0000859598 SEACOR HOLDINGS INC /NEW/ 2200 ELLER DRIVE PO BOX 13038 FORT LAUDERDALE FL 33316 0 0 1 0 Common Stock 2013-01-31 4 J 0 20239698 0.00 A 20239698 D Common Stock 2013-01-31 4 J 0 20239698 0.00 D 0 D Class B common stock, par value $0.01 2013-01-31 4 J 0 24500000 0.00 D Class A common stock 24500000 0 D 6% Cumulative Perpetual Preferred Stock, Series A 2013-01-31 4 J 0 14000000 0.00 D Class B common stock 320000 0 D On January 31, 2012, 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 (the "Distribution"). Immediately prior to the Distribution, Era Group effected a recapitalization pursuant to which all of the outstanding shares of Era Group's Class B common stock and 6% Cumulative Perpetual Preferred Stock, Series A (all of which was held by SEACOR) was exchanged for 20,239,698 shares of newly-issued Era Group common stock. Following the Distribution, SEACOR is no longer a holder of equity securities of Era Group for purposes of Section 16. Holders of Class B common stock may convert their Class B common stock, at their option, into Class A common stock at a conversion rate of one share of Class A common stock for each share of Class B common stock. Subject to limited exceptions, each share of Class B common stock transferred to a person other than SEACOR will automatically be converted into one share of Class A common stock. Holders of the 6% Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") may convert the Series A Preferred Stock, at their option, at any time prior to an IPO of Era Group at the conversion rate of 4.375 shares of Class B common stock for each share of Series A Preferred Stock. For a period of 45 days following a qualified public offering of Era Group, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares to be converted divided by the public offering price of the registrant's Class A common stock. Following this period, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares being converted divided by the trading value of the Class A common stock. /s/ Richard J. Ryan, Senior Vice President and Chief Financial Officer 2013-02-01