| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEABULK INTERNATIONAL INC [ SBLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/18/2003 | D | 50,000 | D | (1) | 0 | D | |||
| COMMON STOCK | 02/25/2003 | D | 75,000 | D | (2) | 0 | D | |||
| COMMON STOCK | 03/02/2004 | D | 20,000 | D | (3) | 0 | D | |||
| COMMON STOCK | 01/19/2005 | D | 25,000 | D | (4) | 0 | D | |||
| COMMON STOCK | 07/01/2005 | D | 30,000 | D | (5) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| RESTRICTED STOCK UNITS | (1) | 04/18/2003 | A | 50,000 | (1) | 12/03/2011 | COMMON STOCK | 50,000 | (1) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (2) | 02/26/2003 | A | 75,000 | (2) | 02/25/2013 | COMMON STOCK | 75,000 | (2) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (3) | 03/02/2004 | A | 20,000 | (3) | 03/02/2014 | COMMON STOCK | 20,000 | (3) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (4) | 01/19/2005 | A | 25,000 | (4) | 01/20/2015 | COMMON STOCK | 25,000 | (4) | 0 | D | ||||
| RESTRICTED STOCK UNITS | (6) | 07/01/2005 | D | 170,000 | (6) | (6) | COMMON STOCK | 170,000 | (6) | 0 | D | ||||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $12.7 | 07/01/2005 | D | 15,000 | (7) | 01/20/2015 | COMMON STOCK | 15,000 | (7) | 0 | D | ||||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $8 | 07/01/2005 | D | 100,000 | (8) | 02/25/2013 | COMMON STOCK | 100,000 | (8) | 0 | D | ||||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $6.25 | 07/01/2005 | D | 225,000 | (9) | 06/16/2010 | COMMON STOCK | 225,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a Restricted Stock Deferral Agreement dated April 18, 2003, 50,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 50,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on a Form 4. |
| 2. Pursuant to a Restricted Stock Deferral Agreement dated February 26, 2003, 75,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 75,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on Form 4. |
| 3. Pursuant to a Restricted Stock Deferral Agreement dated March 2, 2004, 20,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 20,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on Form 4. |
| 4. Pursuant to a Restricted Stock Deferral Agreement dated January 19, 2005, 25,000 shares of restricted common stock of the Issuer were surrendered to the Issuer in exchange for the credit of restricted stock units under the Issuer's Executive Deferred Compensation Plan representing the right to receive 25,000 shares of common stock of the Issuer. The shares of restricted stock surrendered to the Issuer were cancelled and retired. These transactions were not previously reported on a Form 4. |
| 5. Disposed of pursuant to Agreement and Plan of Merger by and among SEACOR Holdings Inc. ("SEACOR"), SBLK Acquisition Corp., CORBULK LLC and Issuer dated as of March 16, 2005 (the "Merger Agreement") in exchange for $120,000.00 in cash and 8,082 shares of SEACOR common stock having a market value of $64.30 per share on the effective date of the merger. |
| 6. These restricted stock units were assumed by SEACOR in connection with the merger and replaced with restricted stock units representing the right to receive 45,798 shares of SEACOR common stock and $680,000.00 in cash. |
| 7. This option, which provided for vesting in three equal annual installments beginning January 20, 2006, was converted into an option to purchase 4,041 shares of SEACOR common stock for $47.14 per share and receive $60,000.00 in cash pursuant to the Merger Agreement. |
| 8. This option, which provided for vesting in three equal annual installments beginning February 25, 2004, was converted into an option to purchase 26,940 shares of SEACOR common stock for $29.70 per share and receive $400,000.00 in cash pursuant to the Merger Agreement. |
| 9. This option, which provided for vesting in two equal installments on January 1, 2001 and December 31, 2002, was to converted into an option to purchase 60,615 shares of SEACOR common stock for $23.20 per share and receive $900,000.00 in cash pursuant to the Merger Agreement. |
| ALAN R. TWAITS, ATTORNEY-IN-FACT FOR GERHARD E. KURZ | 07/06/2005 | |
| ** 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. | ||