-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EMchQpdC4D9cngzZQMPqdLYqdHvSoC38rWVfkvW3gZPMDdFlyo16zKV5yvG6rHNm 6ElsfG3Pl0ZaMYtv+3iCKg== 0001341004-09-000376.txt : 20090217 0001341004-09-000376.hdr.sgml : 20090216 20090217110828 ACCESSION NUMBER: 0001341004-09-000376 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HELIX ENERGY SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0000866829 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 953409686 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51259 FILM NUMBER: 09608436 BUSINESS ADDRESS: STREET 1: 400 N SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2816180400 MAIL ADDRESS: STREET 1: 400 N SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: CAL DIVE INTERNATIONAL INC DATE OF NAME CHANGE: 19960821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 22 EAST 67TH STREET STREET 2: -- CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212 284 4800 MAIL ADDRESS: STREET 1: 22 EAST 67TH STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

_____________________

SCHEDULE 13G
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)




Helix Energy Solutions Group, Inc.
(Name of Issuer)
 
 
 
Common Stock, no par value
(Title of Class of Securities)
 
 
 
42330P107
(CUSIP Number)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
S           Rule 13d-1(b)
£           Rule 13d-1(c)
£           Rule 13d-1(d)



The information required in 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.  42330P107
13G
Page        2        of        8       Pages

1.
NAMES OF REPORTING PERSONS.
Fletcher Asset Management, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)          
(b)          
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
7,116,120
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
7,116,120
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,116,120
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
12.
TYPE OF REPORTING PERSON
 
IA
 

 
CUSIP No.  42330P107
13G
Page        3        of        8       Pages

1.
NAMES OF REPORTING PERSONS.
Fletcher International, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)          
(b)          
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,116,120
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
12.
TYPE OF REPORTING PERSON
 
CO
 


 
CUSIP No. 42330P107
13G/A
Page        4       of        8       Pages

1.
NAMES OF REPORTING PERSONS.
Alphonse Fletcher, Jr.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)          
(b)          
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,116,120
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
12.
TYPE OF REPORTING PERSON
 
HC
 

 
Item 1(a).
Name of Issuer:
   
 
Helix Energy Solutions Group, Inc.
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
400 N. Sam Houston Parkway E.
Suite 400
Houston, Texas 77060
   
Item 2(a).
Names of Persons Filing:
   
 
Fletcher Asset Management, Inc. ("FAM"), Fletcher International, Ltd. ("FIL") and Alphonse Fletcher, Jr.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
 
c/o Fletcher Asset Management, Inc.
48 Wall Street
5th Floor
New York, New York 10005
   
Item 2(c).
Citizenship:
   
 
FAM is a corporation organized under the laws of the State of Delaware.  FIL is a company domiciled in Bermuda.  Alphonse Fletcher, Jr. is a citizen of the United States.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, no par value
   
Item 2(e).
CUSIP Number:
   
 
42330P107
   
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
   
(a)
[  ]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
     
(b)
[  ]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
     
(c)
[  ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
     
(d)
[  ]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
     
(f)
[  ]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
     
(g)
[X]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)
[  ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
5

 
(i)
[  ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
     
(j)
[  ]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
(k)
[  ]
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If this statement is filed pursuant to Rule 13d-1(c), check this box [   ].

Item 4.
Ownership.
   
(a)
Amount Beneficially Owned:
   
 
7,116,120 shares
   
(b)
Percent of Class:
   
 
7.2% (based on 98,965,811 shares of Common Stock, no par value (the "Common Stock"), of Helix Energy Solutions Group, Inc. (the "Company") consisting of (i) 91,849,691 shares publicly reported by the Company to be outstanding as of October 29, 2008, and (ii) 7,116,120 shares of Common Stock underlying the Convertible Securities (as defined below) beneficially owned by FAM, FIL and Mr. Fletcher issuable within 60 days as of December 31, 2008).
   
(c)
Number of shares as to which FAM has:
   
 
(i)
Sole power to vote or to direct the vote:
     
   
7,116,120 shares
     
 
(ii)
Shared power to vote or to direct the vote:
     
   
0 shares
     
 
(iii)
Sole power to dispose or to direct the disposition of:
     
   
7,116,120 shares
     
 
(iv)
Shared power to dispose or to direct the disposition of:
     
   
0 shares

6

 
The 7,116,120 shares of Common Stock reported to be beneficially owned consist of 7,116,120 shares of Common Stock issuable upon the conversion or exercise by FIL of certain convertible securities (the "Convertible Securities") issued pursuant to an Agreement, dated January 17, 2003 (the "Agreement"), by and between the Company (formerly Cal Dive International, Inc.) and FIL.  The beneficial ownership reported reflects the shares of Common Stock underlying the Convertible Securities issuable within 60 days as of December 31, 2008.  The holdings do not reflect additional shares of Common Stock issuable upon conversion or exercise of the Convertible Securities commencing sixty-five (65) days after FIL provides one or more notices to the Company.

The shares of Common Stock of the Company reported to be beneficially owned consist of shares of Common Stock and Common Stock underlying the Convertible Securities held in one or more accounts managed by FAM (the "Accounts"), for FIL.  FAM has sole power to vote and sole power to dispose of all shares of Common Stock and Common Stock underlying the Convertible Securities in the Accounts.  By virtue of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock.

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not Applicable
   
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
This Schedule 13G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock issued to FIL under the Agreement and assuming issuance of Common Stock underlying the Convertible Securities held at December 31, 2008 in the Accounts managed by FAM.  By reason of the provisions of Rule 13d-3 under the Act, FAM, FIL and Mr. Fletcher may each be deemed to beneficially own the shares of Common Stock and Common Stock underlying the Convertible Securities held in the Accounts.  The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for its account.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   
 
This Schedule 13G is filed by FAM, FIL and Mr. Fletcher.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable
   
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable
   
Item 10.
Certifications.
   
 
By signing below Fletcher Asset Management, Inc., Fletcher International, Ltd. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

7


SIGNATURE


After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:              February 13, 2009




 
Fletcher Asset Management, Inc.
       
       
       
 
By:
 /s/ Peter Zayfert 
       
   
Name:
Peter Zayfert
   
Title:
Authorized Signatory
       
 
Fletcher International, Ltd. by its duly authorized investment advisor, Fletcher Asset Management, Inc.
       
       
       
 
By:
  /s/ Peter Zayfert 
       
   
Name:
Peter Zayfert
   
Title:
Authorized Signatory
       
 
Alphonse Fletcher, Jr., in his individual capacity
       
       
       
 
By:
 /s/ Denis J. Kiely 
       
   
Name:
Denis J. Kiely for Alphonse Fletcher, Jr.
   
*By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto
 
 
 
 
8

Exhibit A
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally as attorney-in-fact for the undersigned solely for the purpose of executing reports required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Signed:                      /s/ Alphonse Fletcher Jr.

Alphonse Fletcher Jr.

Dated:  February 14, 2001

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