| 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
HERCULES OFFSHORE, INC. [ HERO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/24/2006 | ||||||||||||||||||||||||||
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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; par value $0.01 per share | 04/24/2006 | S(1) | 348,608 | D | $36(2) | 3,297,564 | I | Through limited partnerships(3)(4)(5)(6) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Sale by reporting persons pursuant to the underwriters' exercise of their over-allotment option in a public offering of the Issuer. |
| 2. Public offering price. |
| 3. This Form 4 is being filed by more than one reporting person. |
| 4. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. |
| 5. GCP Managing Partner, L.P. is the managing general partner of Greenhill Capital Partners, L.P., which sold 215,715 shares of common stock pursuant to the exercise of the underwriters' over-allotment option and is now the record owner of 2,040,495 shares of common stock, Greenhill Capital Partners (Executives), L.P., which sold 33,210 shares of common stock pursuant to the exercise of the underwriters' over-allotment option and is now the record owner of 314,141 shares of common stock, Greenhill Capital, L.P., which sold 68,849 shares of common stock pursuant to the exercise of the underwriters' over-allotment option and is now the record owner of 651,261 shares of common stock, and Greenhill Capital Partners (Cayman), L.P., which sold 30,834 shares of common stock pursuant to the exercise of the underwriters' over-allotment option and is now the record owner of 291,667 shares of common stock. |
| 6. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. |
| Greenhill Capital Partners, LLC, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman | 04/26/2006 | |
| Greenhill Capital Partners, L.P., By: GCP Managing Partner L.P., its managing general partner, By: Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman | 04/26/2006 | |
| Greenhill & Co., Inc., By: Ulrika Ekman, Managing Director, General Counsel and Secretary, /s/ Ulrika Ekman | 04/26/2006 | |
| GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman | 04/26/2006 | |
| ** 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. | ||