HELIX ENERGY SOLUTIONS GROUP INC — Director's Dealing 2015

Jan 6, 2015

SEC Form 4/A — Form 4/A

Issuer: HELIX ENERGY SOLUTIONS GROUP INC (HLX)
CIK: 0000866829
Period of Report: 2015-01-02

Reporting Person: KRATZ OWEN E (Director, PRESIDENT & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	A	73733	$0.00	Acquired	6314843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Performance Share Unit	$	A	147466	Acquired		Common Stock (147466)	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: Mr. Kratz also has indirect holdings of 1,000,000 shares owned by Joss Investments Limited Partnership, the general partner of which is an entity that Mr. Kratz controls.

F3: Each Performance Share Unit ("PSU") represents the contingent right to receive one share of 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, 2015 and ending December 31, 2017. 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, 2018.