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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 71.74 | 05/13/2009 | A(1) | 3,000 | (4) | 05/13/2019 | Common Stock | 3,000 | (5) | 3,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GELLERT MICHAEL E C/O SEACOR HOLDINGS INC. 2200 ELLER DRIVE FT. LAUDERDALE, FL 33316 |
X |
/s/ Dick Fagerstal, Attorney-in-Fact | 05/20/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The stock and option awards being reported on this Form 4 were granted pursuant to SEACOR Holdings Inc.'s 2007 Share Incentive Plan. |
(2) | The shares of Common Stock reported herein as indirectly beneficially owned by the Reporting Person are held by the wife of the Reporting Person. With respect to such shares the Reporting Person disclaims beneficial ownership and this report shall not be deemed an admission that the Reporting Person is the beneficial owner thereof for purposes of Section 16 or for any other purpose. |
(3) | The Reporting Person may be deemed to be the indirect beneficial owner of, and to have an indirect pecuniary interest in, 120,000 shares of Common Stock by virtue of his approximate 23% general partner interest in Windcrest Partners, L.P. ("Windcrest Partners"), the direct owner of such 120,000 shares. The Reporting Person hereby disclaims beneficial ownership, and any pecuniary interest in, the 120,000 shares owned by Windcrest Partners in excess of his approximate 23% general partner interest in Windcrest Partners. |
(4) | The option will vest and be exercisable on the earlier of (a) May 13, 2010 and (b) the date of the first annual meeting of stockholders after the date of the grant of the option, provided that the Reporting Person continues to serve as a director of SEACOR Holdings Inc. on such date. The option will vest and becomes immediately exercisable upon (i) a change in control of SEACOR Holdings Inc. or (ii) the termination of Directorship of the Reporting Person by reason of disability or death. |
(5) | Not applicable. |