Bristow Group Inc. — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERA GROUP INC. (ERA)
CIK: 0001525221
Period of Report: 2013-01-31

Reporting Person: SEACOR HOLDINGS INC /NEW/ (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	J	20239698	$0.00	Acquired	20239698	Direct
2013-01-31	Common Stock	J	20239698	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Class B common stock, par value $0.01	$	J	24500000	Disposed		Class A common stock (24500000)	Direct
2013-01-31	6% Cumulative Perpetual Preferred Stock, Series A	$	J	14000000	Disposed		Class B common stock (320000)	Direct

Footnotes

F1: On January 31, 2012, SEACOR Holdings Inc. ("SEACOR") effected the distribution of 100% of the outstanding shares of common stock of Era Group Inc. ("Era Group") held by SEACOR (the "Distribution"). Immediately prior to the Distribution, Era Group effected a recapitalization pursuant to which all of the outstanding shares of Era Group's Class B common stock and 6% Cumulative Perpetual Preferred Stock, Series A (all of which was held by SEACOR) was exchanged for 20,239,698 shares of newly-issued Era Group common stock. Following the Distribution, SEACOR is no longer a holder of equity securities of Era Group for purposes of Section 16.

F2: Holders of Class B common stock may convert their Class B common stock, at their option, into Class A common stock at a conversion rate of one share of Class A common stock for each share of Class B common stock. Subject to limited exceptions, each share of Class B common stock transferred to a person other than SEACOR will automatically be converted into one share of Class A common stock.

F3: Holders of the 6% Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") may convert the Series A Preferred Stock, at their option, at any time prior to an IPO of Era Group at the conversion rate of 4.375 shares of Class B common stock for each share of Series A Preferred Stock. For a period of 45 days following a qualified public offering of Era Group, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares to be converted divided by the public offering price of the registrant's Class A common stock. Following this period, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares being converted divided by the trading value of the Class A common stock.