SEC FORM 4

SEC Form 4

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^*

MARSH MICHAEL G

(Last)

(First)

(Middle)

P O BOX 3806

(Street)

SEATTLE

98124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TODD SHIPYARDS CORP [ TOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Todd Shipyards Corp Common	07/06/2008		M		300	A	⁽¹²⁾	30,300	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Todd stock appreciation rights	$21.01⁽¹⁾							⁽²⁾	⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾							⁽⁵⁾	⁽⁶⁾	Common Stock	1,800		1,800	D
Todd stock appreciation rights	$14.48⁽⁷⁾							⁽⁸⁾	⁽³⁾	Common Stock	3,000		3,000	D
Todd restricted stock units	⁽⁴⁾	07/06/2008		M			300	⁽⁹⁾	⁽¹⁰⁾	Common Stock	300	⁽¹¹⁾	1,200	D

Explanation of Responses:

1. Upon exercise of the SARs, the holder is entitled to receive value equal to the number of rights being exercised times the then current fair market value reduced by $21.02, the fair market value on date of grant. Such value will be paid, net of withholding taxes, in shares of Todd Common Stock.

2. The SARs vest as to 1,000 units on each July 6 commencing in 2008 (through 2010).

3. Upon certain termination events, earlier as to non-vested units.

4. Each RSU represents the right to receive one share of Todd Common Stock, subject to adjustment as provided in the grant agreement.

5. The RSUs vest and convert to Todd Common Stock as to 360 units each June 13 commencing in 2009 (through 2013).

6. By virtue of vesting, the RSUs will expire on June 13, 2013 or, as to non-vested units, upon certain termination events.

7. Upon exercise of the SARs, the holder is entitled to receive value equal to the number of rights being exercised times the then current fair market value reduced by $14.48, the fair market value on date of grant. Such value will be paid, net of withholding taxes, in shares of Todd Common Stock.

8. The SARs vest as to 1,000 units each June 13 commencing in 2009 (through 2011).

9. The RSUs vest and convert to Todd Common Stock as to 300 units on each July 6 commencing in 2008 (through 2012).

10. By virtue of vesting, the RSUs will expire on July 6, 2012 or, as to non-vested units, upon certain termination events.

11. Granted under the Todd Shipyards Incentive Stock Plan.

12. Received upon vesting/conversion of restricted stock units previously awarded under Incentive Stock Plan. No consideration was paid to Todd either at time of award or at time of conversion.

	Michael G. Marsh	07/08/2008
	** 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).
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