0000899243-20-017376.txt : 20200622 0000899243-20-017376.hdr.sgml : 20200622 20200622170111 ACCESSION NUMBER: 0000899243-20-017376 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200611 FILED AS OF DATE: 20200622 DATE AS OF CHANGE: 20200622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: South Dakota Investment Council CENTRAL INDEX KEY: 0001538846 STATE OF INCORPORATION: SD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35701 FILM NUMBER: 20979480 BUSINESS ADDRESS: STREET 1: 4009 W. 49TH STREET, SUITE 300 CITY: SIOUX FALLS STATE: SD ZIP: 57106 BUSINESS PHONE: 605-362-2820 MAIL ADDRESS: STREET 1: 4009 W. 49TH STREET, SUITE 300 CITY: SIOUX FALLS STATE: SD ZIP: 57106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc. CENTRAL INDEX KEY: 0001525221 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 721455213 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3151 BRIARPARK DRIVE, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-369-4700 MAIL ADDRESS: STREET 1: 3151 BRIARPARK DRIVE, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: ERA GROUP INC. DATE OF NAME CHANGE: 20110708 FORMER COMPANY: FORMER CONFORMED NAME: Era Froup Inc. DATE OF NAME CHANGE: 20110708 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-11 0 0001525221 Bristow Group Inc. VTOL 0001538846 South Dakota Investment Council C/O SOUTH DAKOTA INVESTMENT COUNCIL 4009 W 49TH STREET, SUITE 300 SIOUX FALLS SD 57106 0 0 1 0 Common Stock, par value $0.0001 per share (the "Common Stock 6674073 I See footnote Pursuant to that certain Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020 (as amended, the "Merger Agreement"), by and among Era Group Inc. ("Era"), Bristow Group Inc. ("Bristow") and Ruby Redux Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Bristow (the "Merger"), with Bristow surviving the Merger as a direct, wholly-owned subsidiary of Era, each share of Bristow common stock, par value $0.0001 per share issued and outstanding immediately prior to the consummation of the Merger (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value $0.0001 per share) was converted into the right to receive 0.502096 shares of Common Stock of the Issuer. As a result, effective with the consummation of the Merger, the Reporting Person received 6,646,418 shares of Common Stock. (continued from 1) Unless the context otherwise requires, references to "Bristow" and "Era" refer to Bristow Group Inc. and Era Group Inc., respectively, prior to the consummation of the Merger. The shares to which this Form 3 relates are held directly or indirectly by certain funds and accounts managed by the South Dakota Investment Council ("SDIC"), a state government agency organized under the laws of the State of South Dakota. SOUTH DAKOTA INVESTMENT COUNCIL, By: /s/ Matthew L. Clark, Name: Matthew L. Clark, Title: State Investment Officer 2020-06-22