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^*

BAY HARBOUR MANAGEMENT LC

(Last)

(First)

(Middle)

375 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRICO MARINE SERVICES INC [ TRMA ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 (par value $0.01)	11/19/2008		P		260,428	A	$4.99	2,154,465	I⁽¹⁾	See footnote⁽¹⁾
Common Stock (par value $0.01)	11/20/2008		P	V	100,000	A	$4.5334	2,254,465	I⁽¹⁾	See footnote⁽¹⁾
Common Stock (par value $0.01)	11/21/2008		P	V	100,000	A	$3.7191	2,354,465	I⁽¹⁾⁽²⁾	See footnotes⁽¹⁾⁽²⁾

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)

1. Name and Address of Reporting Person^*

BAY HARBOUR MANAGEMENT LC

(Last)

(First)

(Middle)

375 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bay Harbour Master Ltd.

(Last)

(First)

(Middle)

375 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Reporting Person is the investment advisor to several entities and accounts (collectively, the "Funds" and individually, each a "Fund") that own the shares subject to this Form 4. As of November 20, 2008, Bay Harbour Master Ltd., one of the Funds, holds more than 10% of the Issuer's outstanding Common Stock, and has filed a Form 3 disclosing its holdings. As of November 21, 2008, the Funds held an aggregate of 2,354,465 shares of the Issuer's Common Stock, or approximately 15.19% of the total shares of the Issuer's Common Stock outstanding. As the Funds' investment advisor, the Reporting Person has voting and investment control with respect to the reported shares. The Reporting Person disclaims beneficial ownership of all shares except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose.

2. On November 21, 2008, the Reporting Person caused the acquisition of an aggregate of 100,000 shares on behalf of the Funds, of which 88,890 were allocated to Bay Harbour Master Ltd. ("BHM"). As of November 21, 2008, BHM holds 1,759,570 shares of the Issuer's common stock, which are included in the total amount of securities reported in this Form 4 as beneficially owned by the Reporting Person.

Remarks:

	/s/ Anthony Morro, Vice President and General Counsel	11/21/2008
	** 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).
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