FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Staffeldt Erik
  2. Issuer Name and Ticker or Trading Symbol
HELIX ENERGY SOLUTIONS GROUP INC [HLX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)
3505 W. SAM HOUSTON PARKWAY N., SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2024
(Street)

HOUSTON, TX 77043		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 01/03/2024   M   29,358 A (1) 362,738 D  
Common Stock 01/03/2024   D   29,358 (2) D $ 10.01 333,380 D  
Common Stock 01/04/2024   M   57,425 A (3) 390,805 D  
Common Stock 01/04/2024   D   57,425 (4) D $ 9.8 333,380 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) 01/03/2024   M     29,358   (1)   (5) Common Stock 29,358 $ 0 58,718 D  
Restricted Stock Units (3) 01/04/2024   M     57,425   (3)   (6) Common Stock 57,425 $ 0 57,426 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Staffeldt Erik
3505 W. SAM HOUSTON PARKWAY N.
SUITE 400
HOUSTON, TX 77043		       Executive Vice President & CFO  

Signatures

 Ken Neikirk by power of attorney   01/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("2023 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2023 RSUs on January 3, 2024. Forfeiture restrictions with respect to an additional one-third of the grant will lapse on January 3, 2025 and the remaining one-third of the grant will lapse on January 3, 2026.
(2) The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2023 RSUs for which forfeiture restrictions lapsed.
(3) Each Restricted Stock Unit ("2022 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2022 RSUs on January 4, 2023, forfeiture restrictions lapsed with respect to an additional one-third of the grant on January 4, 2024 and the remaining one-third of the grant will lapse on January 4, 2025.
(4) The Compensation Committee elected to pay in cash the value of the 2022 RSUs for which forfeiture restrictions lapsed.
(5) Upon lapse of the forfeiture restrictions of the 2023 RSUs.
(6) Upon lapse of the forfeiture restrictions of the 2022 RSUs.

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