John M. Gellert - Mar 12, 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
Mar 12, 2024
Transactions value $
-$283,141
Form type
4
Date filed
3/14/2024, 04:48 PM
Previous filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SMHI Common Stock Gift $0 +5.61K +123.34% $0.00 10.2K Mar 7, 2024 MCG Assets, LLC F1, F2
transaction SMHI Common Stock Gift $0 -10.2K -100% $0.00* 0 Mar 12, 2024 MCG Assets, LLC F2, F3
transaction SMHI Common Stock Options Exercise +51.3K +6.07% 897K Mar 12, 2024 Direct F4
transaction SMHI Common Stock Tax liability -$283K -22.6K -2.52% $12.54 875K Mar 12, 2024 Direct
holding SMHI Common Stock 109K Mar 12, 2024 JMG Assets, LLC F5
holding SMHI Common Stock 95.2K Mar 12, 2024 JMG GST LLC F6
holding SMHI Common Stock 26.6K Mar 12, 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 Options Exercise $0 -51.3K -100% $0.00* 0 Mar 12, 2024 Common Stock 51.3K Direct F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On 3/7/24, MCG Assets, LLC received an annual annuity payment of 5,607 shares from a grantor retained annuity trust ("2023 GRAT"). The 2023 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such 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 3/12/24, MCG Assets, LLC contributed 10,153 shares to a grantor retained annuity trust ("2024 GRAT"). The 2024 GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are not reported by the Reporting Person. The terms of the 2024 GRAT provide for an annuity payment to MCG Assets, LLC on the first and second anniversary of the contribution and, upon expiration of the GRAT, the Reporting Person is a beneficiary of the remainder (if any) of the GRAT.
F4 Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis. See note 8 below for further details.
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 beneficial ownership except to the extent of his pecuniary interest.
F8 On 3/12/21, the Reporting Person was granted 51,315 PRSUs consisting of five equal tranches, each of which would 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 would 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 were $3.98, $4.53, $5.11, $5.69 and $6.24, respectively. The service-based vesting requirements and each of the specified stock price performance goals were satisfied during the performance period ending 3/12/24 and the shares of Common Stock were issued at such date.