HELIX ENERGY SOLUTIONS GROUP INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELIX ENERGY SOLUTIONS GROUP INC (HLX)
CIK: 0000866829
Period of Report: 2017-01-02

Reporting Person: Staffeldt Erik (VP - Finance and Accounting)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-02	Common Stock	F	469	$8.82	Disposed	31685	Direct
2017-01-03	Common Stock	A	17007	$0.00	Acquired	48692	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Performance Share Units	$	A	34014	Acquired		Common Stock (34014)	Direct

Footnotes

F1: These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's restricted stock award.

F2: This restricted stock award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective January 1, 2017) and therefore has no purchase or sales price.

F3: Each Performance Share Unit ("PSU") represents the contingent right to receive one share of Company common stock. The actual number of shares upon vesting may range from 0% to 200% dependent on the Company's total shareholder return relative to the total shareholder return of its peer group over a three-year period beginning January 1, 2017 and ending December 31, 2019.

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, 2020.