Bristow Group Inc. — Director's Dealing 2013

Jan 15, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ERA GROUP INC. (ERA)
CIK: 0001525221
Period of Report: 2013-01-15

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock, par value $0.01	$		Class A Common Stock (24500000)		Direct
6% Cumulative Perpetual Preferred Stock, Series A	$		Class B Common Stock (1400000)		Direct

Footnotes

F1: 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 the reporting person will automatically be converted into one share of Class A common stock.

F2: 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 the registrant 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 the registrant, 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.

F3: Not applicable.