John M. Gellert - Feb 29, 2024 Form 4 Insider Report for SEACOR Marine Holdings Inc. (SMHI)

Signature
/s/ Andrew H. Everett II, Attorney-in-Fact
Stock symbol
SMHI
Transactions as of
Feb 29, 2024
Transactions value $
-$946,395
Form type
4
Date filed
3/5/2024, 07:19 PM
Previous filing
Feb 13, 2024
Next filing
Mar 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SMHI Common Stock Gift $0 +4.55K $0.00 4.55K Feb 29, 2024 MCG Assets, LLC F1, F2
transaction SMHI Common Stock Gift $0 +4.58K +0.6% $0.00 764K Feb 29, 2024 Direct F3
transaction SMHI Common Stock Award $0 +159K +20.86% $0.00 923K Mar 4, 2024 Direct F4
transaction SMHI Common Stock Tax liability -$946K -77.1K -8.35% $12.28 846K Mar 4, 2024 Direct
holding SMHI Common Stock 109K Feb 29, 2024 JMG Assets, LLC F5
holding SMHI Common Stock 95.2K Feb 29, 2024 JMG GST LLC F6
holding SMHI Common Stock 26.6K Feb 29, 2024 Michael E. Gellert 2011 Family Trust F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SMHI Performance Restricted Stock Units Award $0 +62.7K $0.00 62.7K Mar 4, 2024 Common Stock 62.7K Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On 2/29/24, MCG Assets, LLC received an annual annuity payment of 4,546 shares upon the expiration of a grantor retained annuity trust ("2022 GRAT"). The 2022 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by the 2022 GRAT are not reported by the Reporting Person.
F2 The Reporting Person serves as a manager of MCG Assets, LLC and, as such, has the power to direct the voting and disposition of the reported securities. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the securities.
F3 On 2/29/24, the Reporting Person received a distribution of 4,578 shares upon the expiration of the 2022 GRAT of which the Reporting Person is a co-beneficiary.
F4 The restricted stock award reported on this Form 4 will lapse in three equal annual installments beginning on March 4, 2025 and ending on March 4, 2027.
F5 The shares reported here are indirectly owned by the Reporting Person through JMG Assets, LLC. The Reporting Person is the Manager of JMG Assets, LLC.
F6 The shares reported here are indirectly owned by the Reporting Person through JMG GST LLC. The Reporting Person is the Manager of JMG GST LLC.
F7 The Reporting Person disclaims ownership except to the extent of his pecuniary interest.
F8 Each Performance Restricted Stock Unit (each, a "PRSU") represents a contingent right to receive, at vesting, one share of Common Stock subject to the achievement of certain performance goals and service-based vesting requirements.
F9 These PRSUs consist of five equal tranches, each of which will be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs will not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The specified stock price performance goals for each tranche are $13.29, $15.13, $17.08, $19.02 and $20.86, respectively.