-----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, WcJv0xJCCLpFAJ1tsOM0lYHDWcE4TgFF2gAtX7fB1CvmHRyGNy2o36BwOLnPUzQ2 IKGbiGNM3WaKXnlC68Nk/g== 0001209191-08-052364.txt : 20080917 0001209191-08-052364.hdr.sgml : 20080917 20080917180412 ACCESSION NUMBER: 0001209191-08-052364 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080917 FILED AS OF DATE: 20080917 DATE AS OF CHANGE: 20080917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EINHORN DAVID CENTRAL INDEX KEY: 0001240451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32936 FILM NUMBER: 081077051 BUSINESS ADDRESS: BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVE STREET 2: SUITE 1740 CITY: NEW YORK STATE: NY ZIP: 10170 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32936 FILM NUMBER: 081077050 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL INC CENTRAL INDEX KEY: 0001079114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32936 FILM NUMBER: 081077049 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Advisors, LP CENTRAL INDEX KEY: 0001300763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32936 FILM NUMBER: 081077048 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.973.1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Greenlight Capital Advisors, L.L.C. DATE OF NAME CHANGE: 20040817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DME Advisors GP, L.L.C. CENTRAL INDEX KEY: 0001358081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32936 FILM NUMBER: 081077047 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.973.1900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 c75383_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-09-17 1 0000866829 HELIX ENERGY SOLUTIONS GROUP INC HLX 0001240451 EINHORN DAVID 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001040272 GREENLIGHT CAPITAL LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001079114 GREENLIGHT CAPITAL INC 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001300763 DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 0001358081 DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, no par value 2008-09-17 4 S 0 464554 26.40 D 687300 I See Footnote Common Stock, no par value 2008-09-17 4 S 0 1960024 26.40 D 2914618 I See Footnote Common Stock, no par value 2008-09-17 4 S 0 310943 26.40 D 4226818 I See Footnote Common Stock, no par value 2008-09-17 4 S 0 851645 26.40 D 1265156 I See Footnote The filing of this Form 4 shall not be construed as an admission that David Einhorn, the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC") and DME Advisors GP, LLC ("DME GP") and the president of Greenlight Capital, Inc. ("Greenlight Inc."), or any of Greenlight LLC, Greenlight Inc., DME GP or DME Advisors, LP ("DME") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, no par value (the "Common Stock") of Helix Energy Solutions Group, Inc. ("Issuer"), owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore, Ltd. ("Greenlight Offshore") or an account managed by DME (the "Managed Account"). Pursuant to Rule 16a-1, each of Mr. Einhorn, Greenlight LLC, Greenlight Inc., DME GP and DME disclaims beneficial ownership except to the extent of their respective pecuniary interests. Greenlight LLC controls the voting and disposition of these interests in the Issuer (the "Interests") through the account of Greenlight Fund, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC, Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns a limited partnership interest in Greenlight Fund Greenlight LLC controls the voting and disposition of these Interests through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC, Mr. Einhorn controlled the disposition and voting of the securities Greenlight Inc. controls the voting and disposition of these Interests through Greenlight Offshore, which is controlled by Greenlight Inc. Greenlight Inc. is the investment advisor of Greenight Offshore and receives an asset-based fee and an and an allocation of net profits from Greenlight Offshore. Mr. Einhorn reports the shares held indirectly by Greenlight Offshore because, as president and director of Greenlight Inc., Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns shares of Greenlight Offshore. DME controls the voting and disposition of these Interests through the Managed Account, for which DME serves as the investment manager. DME receives an asset-based fee and an allocation of net profits from the Managed Account. Mr. Einhorn reports the shares held indirectly by the Managed Account because, as senior managing member of DME GP, the general partner of DME, Mr. Einhorn controlled the disposition and voting of the securities. On September 17, 2008, Greenlight Fund entered into a total return swap with a counterparty with respect to 464,554 shares of Common Stock with an initial notional value per share of $26.40. Under the swap, any dividends received by the counterparty will be paid to Greenlight Fund and Greenlight Fund will pay interest to the counterparty. The swap does not give Greenlight Fund any ability or power to vote or dispose, or infuence the vote or disposition of, any shares of Common Stock. On September 17, 2008, Greenlight Qualified entered into a total return swap with a counterparty with respect to 1,960,024 shares of Common Stock with an initial notional value per share of $26.40. Under the swap, any dividends received by the counterparty will be paid to Greenlight Qualified and Greenlight Qualified will pay interest to the counterparty. The swap does not give Greenlight Qualified any ability or power to vote or dispose, or infuence the vote or disposition of, any shares of Common Stock. On September 17, 2008, Greenlight Offshore entered into a total return swap with a counterparty with respect to 310,943 shares of Common Stock with an initial notional value per share of $26.40. Under the swap, any dividends received by the counterparty will be paid to Greenlight Offshore and Greenlight Offshore will pay interest to the counterparty. The swap does not give Greenlight Offshore any ability or power to vote or dispose, or infuence the vote or disposition of, any shares of Common Stock. On September 17, 2008, the Managed Account entered into a total return swap with a counterparty with respect to 851,645 shares of Common Stock with an initial notional value per share of $26.40. Under the swap, any dividends received by the counterparty will be paid to the Managed Account and the Managed Account will pay interest to the counterparty. The swap does not give the Managed Account any ability or power to vote or dispose, or infuence the vote or disposition of, any shares of Common Stock. /s/ Daniel Roitman, on behalf of David Einhorn 2008-09-17 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C. 2008-09-17 /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. 2008-09-17 /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. 2008-09-17 /s/ Daneil Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. 2008-09-17 -----END PRIVACY-ENHANCED MESSAGE-----