John M. Gellert - Mar 7, 2023 Form 4 Insider Report for SEACOR Marine Holdings Inc. (SMHI)

Role
President and CEO, Director
Signature
/s/ Andrew H. Everett II, Attorney-in-Fact
Stock symbol
SMHI
Transactions as of
Mar 7, 2023
Transactions value $
-$658,395
Form type
4
Date filed
3/9/2023, 03:40 PM
Previous filing
Mar 15, 2022
Next filing
Feb 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SMHI Common Stock Gift $0 +6.23K +0.93% $0.00 677K Feb 23, 2023 Direct
transaction SMHI Common Stock Award $0 +146K +21.62% $0.00 823K Mar 7, 2023 Direct F1
transaction SMHI Common Stock Tax liability -$658K -64K -7.77% $10.29 759K Mar 8, 2023 Direct
transaction SMHI Common Stock Gift $0 +8.53K $0.00 8.53K Feb 23, 2023 MCG Assets, LLC F2
holding SMHI Common Stock 109K Mar 7, 2023 JMG Assets, LLC F3
holding SMHI Common Stock 95.2K Mar 7, 2023 JMG GST LLC F4
holding SMHI Common Stock 26.6K Mar 7, 2023 Michael E. Gellert 2011 Family Trust F5

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 +47.8K $0.00 47.8K Mar 7, 2023 Common Stock 47.8K Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The restricted stock award reported on this Form 4 will lapse in three equal annual installments beginning on March 4, 2024 and ending on March 4, 2026.
F2 The Reporting Person serves as the 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 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.
F4 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.
F5 Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
F6 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.
F7 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 $11.61, $13.21, $14.91, $16.62 and $18.22, respectively.

Remarks:

The Reporting Person previously reported indirect ownership of 38,803 shares owned by a Grantor Retained Annuity Trust ("GRAT"). However, such GRAT has an independent trustee and the Reporting Person has no investment control thereof. Accordingly, shares owned by such GRAT are no longer reported by the Reporting Person.