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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Whalen Jennifer Dawn C/O BRISTOW GROUP INC. 3151 BRIARPARK DRIVE, SUITE 700 HOUSTON, TX 77042 |
SVP, CFO | |||
| /s/ Justin D. Mogford, Attorney-in-Fact for Jennifer D. Whalen | 05/14/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares of common stock that vested on May 10, 2024 upon the approval of the Issuer's Board of Directors (the "Board") of the satisfaction of performance criteria underlying an award of Cash Return on Invested Capital performance-based stock units ("Cash ROIC PSUs") granted to the Reporting Person on June 1, 2021 under the terms of the Issuer's 2021 Equity Incentive Plan (the "Plan"). |
| (2) | Shares withheld to cover the associated tax liability upon the vesting of the Cash ROIC PSUs. |
| (3) | Represents shares of common stock that vested on May 10, 2024 upon the approval of the Board of the satisfaction of performance criteria underlying an award of Relative Total Stockholder Return performance-based stock units ("RTSR PSUs") granted to the Reporting Person on June 1, 2021 under the terms of the Plan. |
| (4) | Shares withheld to cover the associated tax liability upon the vesting of the RTSR PSUs. |