FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person
*
2103 CITY WEST BLVD., 4TH FLOOR |
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(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/10/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Bristow Group Inc
[
BRS
]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chief Accounting Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Employee Stock Option (Right to Buy)
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06/07/2017 |
06/07/2026 |
Common Stock
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5,762
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16.21
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D
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Employee Stock Option (Right to Buy)
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06/12/2018 |
06/12/2027 |
Common Stock
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9,644
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7.03
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D
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Employee Stock Option (Right to Buy)
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06/05/2019 |
06/05/2028 |
Common Stock
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3,457
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12.19
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D
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Restricted Stock Units
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06/07/2019 |
06/07/2019 |
Common Stock
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2,059
(5)
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0
(8)
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D
|
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Restricted Stock Units
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06/12/2020 |
06/12/2020 |
Common Stock
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3,516
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0
(8)
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D
|
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Restricted Stock Units
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06/05/2021 |
06/05/2021 |
Common Stock
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1,901
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0
(8)
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D
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Explanation of Responses: |
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/s/ Justin D. Mogford, Attorney-in-Fact |
04/17/2019 |
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** 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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
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 Number. |
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes
and appoints each of L. Don Miller, Brian J. Allman,
David C. Searle and Justin D. Mogford the undersigned?s true and
lawful attorneys-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned?s capacity as an officer and/or director of Bristow
Group Inc. (the ?Company?), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5 and file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
3. take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of any of such attorneys-
in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by any of such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in fact may approve in such attorney-in fact?s discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to the done in the
exercise of any of the rights and powers herein granted as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in fact?s substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and power herein granted.
The undersigned acknowledges that none of the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, is assuming, nor is the Company assuming, any of
the undersigned?s responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (the ?Act?).
This Power of Attorney shall remain in full force and
effect until (i) the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigned?s holdings of
and transactions in securities issued by the Company, (ii)the
date this Power of Attorney is revoked by the undersigned in a
signed writing delivered to any of the foregoing attorneys-in-
fact, or (iii) the date that the applicable attorney-in-fact is no
longer employed by the Company or any of its affiliates. For the
avoidance of doubt, this Power of Attorney may cease to be in effect
for one or more of the attorneys-in-fact named herein while still
being in effect for one or more of the other attorneys-in-fact named
herein.
Any prior powers of attorney issued by the undersigned to employees
or officers of the Company in connection with the filing of the
undersigned's Form 3, 4 and 5 are hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 10th day of April, 2019.
/s/ Christopher Gillette
Christopher Gillette