Amended Statement of Beneficial Ownership (sc 13d/a)
20 11월 2018 - 7:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)
1
GulfMark Offshore, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
402629 307
402629 406
402629 505
(CUSIP Number)
STEVE
WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 15, 2018
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
CUSIP No. 402629 307
CUSIP No. 402629 406
CUSIP No. 402629 505
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1
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NAME OF REPORTING PERSON
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Raging Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 402629 307
CUSIP No. 402629 406
CUSIP No. 402629 505
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1
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NAME OF REPORTING PERSON
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William C. Martin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON
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HC
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CUSIP No. 402629 307
CUSIP No. 402629 406
CUSIP No. 402629 505
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1
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NAME OF REPORTING PERSON
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Kenneth H. Traub
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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|
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REPORTING
|
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 402629 307
CUSIP No. 402629 406
CUSIP No. 402629 505
The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended
to add the following:
On November 15, 2018,
the Issuer completed its previously-announced business combination with Tidewater Inc. (“Tidewater”) pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”), dated July 15, 2018, between the Issuer and Tidewater. Pursuant
to the terms of the Merger Agreement, (i) each issued and then-outstanding Share or right to receive a Share of the Issuer was
automatically converted into the right to receive 1.100 shares of Tidewater common stock, with cash paid in lieu of any fractional
share and (ii) each then-outstanding Issuer warrant was automatically converted into the right to receive 1.100 shares of Tidewater
common stock upon payment to Tidewater of the applicable exercise price, subject to all other terms and conditions of the applicable
Issuer warrant agreement, including cash paid in lieu of any fractional share. As a result, all Shares, New Existing Equity Warrants
and vested restricted stock units of the Issuer owned by the Reporting Persons were disposed of in exchange for the foregoing merger
consideration. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
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Item 5.
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Interest in Securities of the Issuer
.
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Item 5 is hereby amended
and restated to read as follows:
The Reporting Persons
no longer beneficially own any securities of the Issuer. There were no transactions in the securities of the Issuer by the Reporting
Persons during the past 60 days except as set forth in Item 4.
The Reporting Persons
have ceased to be beneficial owners of more than 5% of the Shares.
CUSIP No. 402629 307
CUSIP No. 402629 406
CUSIP No. 402629 505
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 19, 2018
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
|
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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/s/ Kenneth H. Traub
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Kenneth H. Traub
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Gulfmark Offshore, Inc. (delisted) (AMEX:GLF)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Gulfmark Offshore, Inc. (delisted) (AMEX:GLF)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025