SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O SEACOR MARINE HOLDINGS INC. |
| 7910 MAIN STREET, 2ND FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEACOR Marine Holdings Inc.
[ SMHI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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|
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3. Date of Earliest Transaction
(Month/Day/Year)
11/21/2018
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/21/2018 |
|
S |
|
20,000 |
D |
$19.2513
|
462,659 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
804 |
I |
Eric Fabrikant 2009 Family Trust |
| Common Stock |
|
|
|
|
|
|
|
804 |
I |
Harlan Saroken 2009 Family Trust |
| Common Stock |
|
|
|
|
|
|
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12,064 |
I |
Sara Fabrikant 2012 GST Exempt Trust |
| Common Stock |
|
|
|
|
|
|
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14,406 |
I |
By Spouse |
| Common Stock |
|
|
|
|
|
|
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19,097 |
I |
Article Sixth Trust U/W/O Elaine Fabrikant FBO EF |
| Common Stock |
|
|
|
|
|
|
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42,348 |
I |
Charles Fabrikant 2009 Family Trust |
| Common Stock |
|
|
|
|
|
|
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60,324 |
I |
Charles Fabrikant 2012 GST Exempt Trust |
| Common Stock |
|
|
|
|
|
|
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85,459 |
I |
VSS Holding Corp. |
| Common Stock |
|
|
|
|
|
|
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350,414 |
I |
Fabrikant International Corporation |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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 |
| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ Andrew H. Everett II, Attorney-in-Fact |
11/26/2018 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and appoints
Andrew H. Everett II or Jesus Llorca, each of them signing singly, the undersigned's true and
lawful attorney-in-fact, with full power and authority to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and
submit to the U.S. Securities and Exchange Commission ("SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder
as amended from time to time (the "Exchange Act");
(2) prepare, execute, deliver and file for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of SEACOR Marine Holdings Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;
(3) do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, including any
electronic filing thereof, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and Exchange Commission and any stock
exchange or similar authority;
(4) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such person to release any such information to the undersigned and approves and
ratifies any such release of information; and
(5) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the
responsibility to file the Forms 3, 4 and 5 are the responsibility of the undersigned, and the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the
attorneys-in-fact and the Company are relying on written and oral information provided by the
undersigned to complete such forms and the undersigned is responsible for reviewing the
completed forms prior to their filing. The attorneys-in-fact and the Company are not responsible
for any errors or omissions in such filings. The attorneys-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be matched with any
other transactions for the purpose of determining liability for short-swing profits under Section
16(b).
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of July, 2018.
Signature: /s/ Charles Fabrikant
Print Name: Charles Fabrikant
