Era : Statement of changes in beneficial ownership of securities

SEC Form 4

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	OMB APPROVAL
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB Number:	3235-0287
	Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934	hours per response:	0.5
or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Whalen Jennifer Dawn

Bristow Group Inc.[ VTOL ]

(Check all applicable)

Director

10% Owner

X

Officer (give title

Other (specify

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)

below)

below)

SVP, CFO

C/O BRISTOW GROUP INC.

09/16/2020

3151 BRIARPARK DRIVE, SUITE 700

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

X Form filed by One Reporting Person

HOUSTON

TX

77042

Form filed by More than One Reporting

Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

Code

V

Amount

(A) or

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D) (Instr.

Transaction(s)

3, 4 and 5)

(Instr. 4)

Amount

or

Date

Expiration

Number

Code

V

(A)

(D)

Title

of

Exercisable

Date

Shares

Employee

Stock

$24.54(1)

(1)

Common

11,667

Option

09/16/2020

A

11,667

09/16/2030

$0

11,667

D

(Right to

Stock

Buy)

Restricted

(2)

(3)

(3)

Common

11,667

Stock

09/16/2020

A

11,667

$0

11,667

D

Units

Stock

Explanation of Responses:

1. The stock options vest in full on June 12, 2023, subject to continuous service of the reporting person as of such vesting date.
2. Each performance-vested restricted stock unit ("Performance RSU") represents a contingent right to receive one share of common stock of the issuer ("Common Stock").
3. The Performance RSUs are subject to a three-year performance period ending on June 12, 2023 and vest, if at all, in three equal annual installments beginning on June 12, 2021 based on the achievement of pre-established target volume weighted average prices per share of Common Stock over the 120-day period immediately preceding June 12, 2021; June 12, 2022; and June 12, 2023.

/s/ Justin D. Mogford, Attorney-in-Fact for Jennifer D. 09/18/2020 Whalen

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher Bradshaw, Crystal Gordon, Tomas Johnston and Justin Mogford, or any one of them signing singly, the undersigned's true and lawful attorney-in-fact, with full power and authority to:

1. prepare, execute in the undersigned?s name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder as amended from time to time (the "Exchange Act");
2. prepare, execute, deliver and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Era Group Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;
3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;
4. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the attorney-in-fact for the undersigned and approves and ratifies any such release of information; and
5. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the responsibility to file the Forms 3, 4 and 5 are the responsibility of the undersigned, and the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the attorneys-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing. The attorneys-in-fact and the Company are not responsible for any errors or omissions in such filings. The attorneys-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short-swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until (i) the undersigned is no longer required to

file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (ii) the date that this Power of Attorney is revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-fact, or (iii) the date that the applicable attorney-in-fact is no longer employed by the Company or any of its affiliates. For the avoidance of doubt, this Power of Attorney may cease to be in effect for one or more of the attorneys-in-fact named herein while still being in effect for one or more of the other attorneys-in-fact named herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 2020.

Signature: /s/ Jennifer D. Whalen

Print Name: Jennifer D. Whalen