HELIX ENERGY SOLUTIONS GROUP INC — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELIX ENERGY SOLUTIONS GROUP INC (HLX)
CIK: 0000866829
Period of Report: 2013-03-08

Reporting Person: EDWARDS JOHNNY (EVP - Oil & Gas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	32346	$0.00	Acquired	72423	Direct
2013-03-08	Common Stock	F	13640	$0.00	Disposed	58783	Direct
2013-03-08	Common Stock	F	10366	$0.00	Disposed	48417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Performance Share Unit	$0.00	M	32346	Disposed		Common Stock (32346)	Direct

Footnotes

F1: Performance share units granted on January 12, 2012, pursuant to the Company's 2005 Long Term Incentive Plan (as amended and Restated May 9, 2012). Per the terms of Mr. Edwards employment agreement and based upon the performance of the Company relative to its peers, the awards vested and were delivered to Mr. Edwards upon a change in control of Energy Resource Technology GOM, Inc., a former wholly-owned subsidiary of the Company, and Mr. Edwards' termination from the Company.

F2: Includes 871 shares of common stock acquired under the Company's Employee Stock Purchase Plan.

F3: These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Edwards' performance share unit.

F4: These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Edwards' vesting of 29,756 shares of common stock resulting from Mr. Edwards' termination.

F5: Upon vesting of the performance share unit (if any, depending on the Company's performance relative to its peers).