HELIX ENERGY SOLUTIONS GROUP INC — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELIX ENERGY SOLUTIONS GROUP INC (HLX)
CIK: 0000866829
Period of Report: 2014-01-02

Reporting Person: TRIPODO ANTHONY (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	A	16178	—	Acquired	226131	Direct
2014-01-03	Common Stock	F	1691	$23.21	Disposed	224440	Direct
2014-01-03	Common Stock	F	3068	$23.18	Disposed	221372	Direct
2014-01-03	Common Stock	F	2164	$23.18	Disposed	219208	Direct
2014-01-03	Common Stock	F	1915	$23.21	Disposed	217293	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Performance Share Unit	$	A	32356	Acquired		Common Stock (32356)	Direct

Footnotes

F1: This restricted stock award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective May 9, 2012) and therefore has no purchase or sales price.

F2: These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's restricted stock award.

F3: Each Performance Share Unit ("PSU") represents the contingent right to receive one share of Helix Energy Solutions Group, Inc. ("Company") common stock. Actual number of shares upon vesting may range from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over a three-year period beginning January 1, 2014 and ending December 31, 2016. The Compensation Committee has the option to pay the value in cash at its discretion.

F4: Amount reported is 200% of the number of PSUs granted and the maximum number that may be earned.

F5: Upon payment of the PSUs which shall occur no later than March 15, 2017.