0001127602-19-035417.txt : 20191218
0001127602-19-035417.hdr.sgml : 20191218
20191218172342
ACCESSION NUMBER: 0001127602-19-035417
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191217
FILED AS OF DATE: 20191218
DATE AS OF CHANGE: 20191218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Truelove Brian D.
CENTRAL INDEX KEY: 0001627510
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31617
FILM NUMBER: 191293341
MAIL ADDRESS:
STREET 1: HESS CORPORATION
STREET 2: 1185 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bristow Group Inc
CENTRAL INDEX KEY: 0000073887
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 720679819
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 3151 BRIARPARK DRIVE
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: 7132677600
MAIL ADDRESS:
STREET 1: 3151 BRIARPARK DRIVE
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77042
FORMER COMPANY:
FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC
DATE OF NAME CHANGE: 19920703
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-12-17
0000073887
Bristow Group Inc
BRSWQ
0001627510
Truelove Brian D.
3151 BRIARPARK DRIVE, SUITE 700
HOUSTON
TX
77042
1
Restricted Stock Units
2019-12-17
4
A
0
3836
0
A
Common Stock
3836
3836
D
Restricted Stock Units
2019-12-17
4
A
0
2351
0
A
Preferred Stock
2351
2351
D
Director Stock Option (Right to Buy)
36.37
2019-12-17
4
A
0
9721
0
A
2029-12-17
Common Stock
9721
9721
D
On May 11, 2019, Bristow Group Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). On August 20, 2019, the Debtors filed an Amended Joint Plan of Reorganization (as subsequently modified on August 22, 2019 and September 30, 2019, the "Plan") with the Bankruptcy Court. On October 8, 2019, the Bankruptcy Court entered into an order confirming the Plan. On October 31, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from bankruptcy under the Chapter 11 Cases. On the Effective Date, all of the Company's previously outstanding shares of common stock, par value $0.01, including options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were canceled pursuant to the Plan.
Each restricted stock unit represents a contingent right to receive one share of new common stock of the Company, as reorganized pursuant to and under the Plan, par value $0.0001 per share.
Each restricted stock unit represents a contingent right to receive one share of new preferred stock of the Company, as reorganized pursuant to and under the Plan, par value $0.0001 per share.
In accordance with a Management Incentive Plan adopted by the Company pursuant to the Plan (the "Management Incentive Plan"), the reporting person received an award of restricted stock units.
The restricted stock units vest in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Company as of each such vesting date. The vested restricted stock units will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in the Management Incentive Plan) of the Company and (ii) the fourth anniversary of the Effective Date.
In accordance with the Management Incentive Plan, the reporting person received an award of stock options.
The stock options vest and become exercisable in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Company as of each such vesting date.
/s/ Justin D. Mogford, Attorney-in-Fact
2019-12-18