0001140361-22-022190.txt : 20220607 0001140361-22-022190.hdr.sgml : 20220607 20220607143712 ACCESSION NUMBER: 0001140361-22-022190 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220607 DATE AS OF CHANGE: 20220607 SUBJECT COMPANY: 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: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87230 FILM NUMBER: 221000919 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: South Dakota Investment Council CENTRAL INDEX KEY: 0001538846 IRS NUMBER: 466000364 STATE OF INCORPORATION: SD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 brhc10038549_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 
Bristow Group Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
11040G103
(CUSIP Number)
 
Matthew L. Clark
4009 W 49th Street
Suite 300
Sioux Falls, SD 57106
605-362-2820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 6, 2022
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies of this statement are to be sent.


*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on 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).

SCHEDULE 13D

CUSIP No. 11040G103
  
Page 2 of 9

1
NAMES OF REPORTING PERSONS
 
 
South Dakota Investment Council
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
South Dakota, USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
6,092,530
 
 
 
 
8
SHARED VOTING POWER
 
 
N/A
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
6,092,530
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
N/A
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,092,530
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
21.5%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
EP
 
 
 
 

*
The ownership percentage has been calculated based on an aggregate total of 28,299,453 shares of Common Stock (as defined below) issued and outstanding as of May 24, 2022, as provided by the Company, based on the Annual Report on Form 10-K filed by the Company on May 31, 2022.

SCHEDULE 13D

CUSIP No. 11040G103
  
Page  3 of 9

This Amendment No. 2 ( “Amendment No. 2”) to Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2020 (the “Schedule 13D”) by South Dakota Investment Council (the “Reporting Person”) relating to the shares of common stock, par value $0.01 per share (the “Common Stock”) of Bristow Group Inc., a Delaware corporation (the “Issuer”), reflects changes to the information in the amendment to the Schedule 13D filed by the Reporting Person on September 7, 2021 (“Amendment No.1”).  Except as otherwise indicated, capitalized terms used and not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

Item 5.
Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
 
(a) – (b) The responses of the Reporting Person with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.
 
The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person was calculated based on 28,299,453 shares of Common Stock issued and outstanding as of May 24, 2022, as provided by the Company, based on the Annual Report on Form 10-K filed by the Company on May 31, 2022.
 
(c) Except as disclosed in Exhibit 1 of this Schedule 13D, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person.
 
(d) None.
 
(e) Not applicable.

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: June 7, 2022
  
SOUTH DAKOTA INVESTMENT COUNCIL
      
 
By:
/s/ Matthew L. Clark
   
Name: 
Matthew L. Clark
   
Title:
State Investment Officer

Exhibit 1
 
TRANSACTIONS
 
The following table sets forth all transactions effected in the last sixty days by or on behalf of the Reporting Person in relation to the shares of Common Stock.  The below transactions were effected in the open market.
 
Trade Date
  
Number of Shares
Sold
    
Weighted Average
Price per Share
    
Price Range
  
4/08/2022
    
3,353
    
$
34.3521
    
$
34.35-$34.395
  
4/13/2022
    
5,900
    
$
33.7192
    
$
33.70-$33.84
  
4/19/2022
    
2,185
    
$
34.3518
    
$
34.30-$34.455
  
5/03/2022
    
18,600
    
$
30.6541
    
$
30.55-30.87
  
5/04/2022
    
7,083
    
$
31.7833
    
$
31.635-$32.05
  
5/06/2022
    
12,700
    
$
30.4982
    
$
30.40-$30.665
  
5/10/2022
    
33,100
    
$
27.6946
    
$
27.50-$28.16
  
5/11/2022
    
6,531
    
$
28.5827
    
$
28.50-$29.04
  
5/11/2022
    
8,332
    
$
27.8489
    
$
27.80-$28.36
  
5/16/2022
    
18,800
    
$
30.1240
    
$
29.82-$30.46
  
5/18/2022
    
8,000
    
$
29.9593
    
$
29.90-$29.96
  
5/18/2022
    
7,827
    
$
30.0004
    
$
29.90-$30.12
  
5/19/2022
    
11,067
    
$
29.6127
    
$
29.50-$29.84
  
6/02/2022
    
15,500
    
$
28.6252
    
$
28.60-$28.73
  
6/03/2022
    
2,811
    
$
29.2624
    
$
29.20-$29.32
  
6/06/2022
    
14,100
    
$
28.2814
    
$
28.10-$28.80