Bristow Group Inc. — Director's Dealing 2020

Jun 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bristow Group Inc. (VTOL)
CIK: 0001525221
Period of Report: 2020-06-11

Reporting Person: Kern Wesley E. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-11	Common Stock	A	8040	—	Acquired	8040	Direct
2020-06-12	Common Stock	A	7491	—	Acquired	15531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-11	Director Stock Option (Right to Buy)	$29.84	A	4880	Acquired	2029-12-17	Common Stock (4880)	Direct

Footnotes

F1: On June 11, 2020, pursuant to the Agreement and Plan of Merger, dated as of January 23, 2020, as amended (the "Merger Agreement"), by and among Era Group Inc. ("Era"), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era ("Merger Sub"), and Bristow Group Inc. ("Bristow"), Merger Sub merged with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Following the Merger, Era changed its name to Bristow Group Inc. (the "Combined Company"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each holder of Bristow common stock, par value $0.0001 ("Bristow Common Stock"), immediately prior to the Effective Time, received, for each share of Bristow Common Stock, 0.502096 shares of Era common stock, par value $0.01 ("Era Common Stock") (the "Merger Consideration"), and, if applicable, cash in lieu of any fractional shares. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time were cancelled.

F2: Pursuant to the Merger Agreement, each Bristow restricted stock unit ("Bristow RSU") that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into a restricted stock unit in respect of shares of Era Common Stock ("Replacement RSU"), in an amount based on the Merger Consideration, subject to the same terms and conditions as were applicable to the corresponding Bristow RSU immediately prior to the Effective Time.

F3: The Replacement RSUs vest in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date. The vested Replacement RSUs will settle on the thirtieth day following the first to occur of (i) a Change in Control (as defined in Bristow's Management Incentive Plan) and (ii) October 31, 2023.

F4: Received in exchange for 6,187 Bristow RSUs in connection with the Merger.

F5: In accordance with the Bristow Management Incentive Plan, the reporting person received an award of restricted stock units ("New RSUs").

F6: The New RSUs vest in full on the first anniversary of the grant date, subject to the reporting person's continued status as a director of the Combined Company as of the vesting date.

F7: Pursuant to the Merger Agreement, each option to purchase Bristow Common Stock that was outstanding immediately prior to the Effective Time was, as of the Effective Time, assumed and converted into an option to purchase shares of Era Common Stock ("Replacement Option"), subject to the same terms and conditions as were applicable to the corresponding Bristow option immediately prior to the Effective Time.

F8: The Replacement Options vest and become exercisable in three equal annual installments on November 1 of 2020, 2021 and 2022, subject to the reporting person's continued status as a director of the Combined Company as of each such vesting date.

F9: Received in exchange for director stock options to acquire 9,721 shares of Bristow Common Stock for $14.98 per share.