03/10/2026 | Press release | Distributed by Public on 03/10/2026 15:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
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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 | ||||||||
| Performance Restricted Stock Units | (1) | 03/07/2026 | M | 9,562 | 03/07/2026(6) | 03/07/2026(6) | Common Stock | 9,562 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gellert John M C/O SEACOR MARINE HOLDINGS INC. 12121 WICKCHESTER LANE, SUITE 500 HOUSTON, TX 77079 |
X | President and CEO | ||
| /s/ Andrew H. Everett II, Attorney-in-Fact | 03/10/2026 | |
| **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) | Performance restricted stock units ("PRSUs") convert into shares of Common Stock on a one-for-one basis. |
| (2) | 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. |
| (3) | 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. |
| (4) | The Reporting Person is a co-investment director and beneficiary of the Michael E. Gellert 2011 Family Trust, and of which he disclaims beneficial ownership except to the extent of his pecuniary interest in the shares. |
| (5) | 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 shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in the shares. |
| (6) | On 3/7/23, the Reporting Person was granted 47,810 PRSUs ("2023 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 $11.61, $13.21, $14.91, $16.62 and $18.22, respectively. The service-based vesting requirements and one of the specified stock price performance goals were satisfied during the performance period ending 3/7/26, and the shares of Common Stock were issued at such date with respect to one tranche of the 2023 PRSUs. The remaining 2023 PRSUs were forfeited. |