TIDEWATER INC — Director's Dealing 2013

Jul 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2013-07-23

Reporting Person: TAYLOR DEAN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-23	Common Stock	M	19467	$28.05	Acquired	229355	Direct
2013-07-23	Common Stock	S	13293	$61.9995	Disposed	216062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-23	Employee Stock Option (right to buy)	$28.05	M	19467	Disposed	2014-03-30	Common Stock (19467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3957	Indirect
Common Stock	4582	Indirect

Footnotes

F1: The exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously entered into by the Reporting Person.

F2: Since the date of the Reporting Person's last report, 4,724 shares previously held through the Tidewater Inc. 401(k) Savings Plan were rolled over into a self-directed IRA and therefore are now owned directly.

F3: This transaction was executed in multiple trades at prices ranging from $61.94 to $62.145. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The Reporting Person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

F5: The option vested in three equal annual installments on March 30 of 2005, 2006, and 2007.