Statement of Changes in Beneficial Ownership (4)
20 April 2021 - 8:28AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FABRIKANT CHARLES |
2. Issuer Name and Ticker or Trading Symbol
SEACOR HOLDINGS INC /NEW/
[
CKH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman and CEO |
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(Last)
(First)
(Middle)
C/O SEACOR HOLDINGS INC., 2200 ELLER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2021 |
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(Street)
FT. LAUDERDALE, FL 33316
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 4/15/2021 | | D | | 435189 | D | (1) | 0 | D | |
| Common Stock | 4/15/2021 | | D | | 800 | D | (1) | 0 | I | Eric Fabrikant 2009 Family Trust (2) |
| Common Stock | 4/15/2021 | | D | | 800 | D | (1) | 0 | I | Harlan Saroken 2009 Family Trust (2) |
| Common Stock | 4/15/2021 | | D | | 12388 | D | (1) | 0 | I | VSS Holding Corp. (3) |
| Common Stock | 4/15/2021 | | D | | 14826 | D | (1) | 0 | I | By Spouse (4) |
| Common Stock | 4/15/2021 | | D | | 60000 | D | (1) | 0 | I | Charles Fabrikant 2012 GST Exempt Trust (2) |
| Common Stock | 4/15/2021 | | D | | 332142 | D | (1) | 0 | I | Fabrikant International Corporation (5) |
| Common Stock | 4/15/2021 | | D | | 42121 | D | (1) | 0 | I | Charles Fabrikant 2009 Family Trust |
| Common Stock | 4/15/2021 | | D | | 18995 | D | (1) | 0 | I | Article Sixth Trust U/W/O Elaine Fabrikant FBO EF |
| Common Stock | 4/15/2021 | | D | | 12000 | D | (1) | 0 | I | Sara Fabrikant 2012 GST Exempt Trust (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Options (right to buy) (7) | $41.23 (8) | 4/15/2021 | | D | | | 7491 | (8) | 3/2/2022 | Common Stock | 7491.0 | $0.27 | 0 | D | |
| Stock Options (right to buy) (8) | $48.26 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/4/2023 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $44.28 (7) | 4/15/2021 | | D | | | 14983 | (7) | 3/4/2021 | Common Stock | 14983.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $29.22 (8) | 4/15/2021 | | D | | | 6250 | (8) | 3/4/2030 | Common Stock | 6250.0 | $12.28 | 0 | D | |
| Stock Options (right to buy) | $51.02 (7) | 4/15/2021 | | D | | | 5000 | (7) | 3/6/2028 | Common Stock | 5000.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $44.97 (7) | 4/15/2021 | | D | | | 7491 | (7) | 3/2/2022 | Common Stock | 7491.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $35.68 (8) | 4/15/2021 | | D | | | 7750 | (8) | 4/5/2027 | Common Stock | 7750.0 | $5.82 | 0 | D | |
| Stock Options (right to buy) | $31.26 (8) | 4/15/2021 | | D | | | 6250 | (8) | 3/4/2030 | Common Stock | 6250.0 | $10.24 | 0 | D | |
| Stock Options (right to buy) | $47.2 (7) | 4/15/2021 | | D | | | 6250 | (7) | 3/4/2029 | Common Stock | 6250.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $44.87 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/4/2025 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $47.1 (7) | 4/15/2021 | | D | | | 7750 | (7) | 4/5/2027 | Common Stock | 7750.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $39.38 (8) | 4/15/2021 | | D | | | 7750 | (8) | 4/5/2027 | Common Stock | 7750.0 | $2.12 | 0 | D | |
| Stock Options (right to buy) | $57.67 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/4/2023 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $38.53 (8) | 4/15/2021 | | D | | | 7491 | (8) | 3/2/2022 | Common Stock | 7491.0 | $2.97 | 0 | D | |
| Stock Options (right to buy) | $44.99 (7) | 4/15/2021 | | D | | | 14983 | (7) | 3/4/2021 | Common Stock | 14983.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $39.18 (8) | 4/15/2021 | | D | | | 19376 | (8) | 3/4/2026 | Common Stock | 19376.0 | $2.32 | 0 | D | |
| Stock Options (right to buy) | $36.24 (8) | 4/15/2021 | | D | | | 19376 | (8) | 3/4/2026 | Common Stock | 19376.0 | $5.26 | 0 | D | |
| Stock Options (right to buy) | $35.1 (8) | 4/15/2021 | | D | | | 19376 | (8) | 3/4/2026 | Common Stock | 19376.0 | $6.40 | 0 | D | |
| Stock Options (right to buy) | $43.2 (7) | 4/15/2021 | | D | | | 6250 | (7) | 3/4/2029 | Common Stock | 6250.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $39.97 (8) | 4/15/2021 | | D | | | 7750 | (8) | 4/5/2027 | Common Stock | 7750.0 | $1.53 | 0 | D | |
| Stock Options (right to buy) | $38.57 (8) | 4/15/2021 | | D | | | 11625 | (8) | 3/4/2025 | Common Stock | 11625.0 | $2.93 | 0 | D | |
| Stock Options (right to buy) | $45.28 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/6/2024 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $34.14 (8) | 4/15/2021 | | D | | | 11625 | (8) | 3/4/2025 | Common Stock | 11625.0 | $7.36 | 0 | D | |
| Stock Options (right to buy) | $52.89 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/4/2023 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $50.37 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/6/2024 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $40.64 (8) | 4/15/2021 | | D | | | 5000 | (8) | 3/6/2028 | Common Stock | 5000.0 | $0.86 | 0 | D | |
| Stock Options (right to buy) | $55.85 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/6/2024 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $36.29 (8) | 4/15/2021 | | D | | | 6250 | (8) | 3/4/2030 | Common Stock | 6250.0 | $5.21 | 0 | D | |
| Stock Options (right to buy) | $43.24 (7) | 4/15/2021 | | D | | | 11625 | (7) | 3/4/2025 | Common Stock | 11625.0 | $0 | 0 | D | |
| Stock Options (right to buy) | $41.91 (7) | 4/15/2021 | | D | | | 6250 | (7) | 3/4/2029 | Common Stock | 6250.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger between SEACOR Holdings Inc., Safari Parent, Inc. and Safari Merger Subsidiary, Inc. in exchange for $41.50 per share on the effective date of the merger (the "Merger") or in the related preceding tender offer at the same price (collectively, the "Tender Officer")." The Tender Officer expired on April 14, 2021, and the Merger closed on April 15, 2021. |
| (2) | Reporting Person's spouse is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
| (3) | Reporting Person is the President and sole stockholder. |
| (4) | Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
| (5) | Reporting Person is the President. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
| (6) | Reporting Person is a trustee. Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest. |
| (7) | Upon consummation of the Merger, each such option was cancelled for no consideration. |
| (8) | Upon consummation of the Merger, each such option was canceled in exchange for a cash payment equal to the difference between $41.50 and the exercise price of the option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FABRIKANT CHARLES
C/O SEACOR HOLDINGS INC.
2200 ELLER DRIVE
FT. LAUDERDALE, FL 33316 | X |
| Executive Chairman and CEO |
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Signatures
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| /s/ William C. Long
Attorney-in-Fact | | 4/19/2021 |
| **Signature of Reporting Person | Date |
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