SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Empyrean Capital Partners, LP

(Last) (First) (Middle)
10250 CONSTELLATION BOULEVARD,
SUITE 2950

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2019
3. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc [ BRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share 1,223,673 I See footnotes(1)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
10.000% Series A Convertible Preferred Stock 10/31/2019 (2) Common Stock, $0.0001 par value 1,276,598(3) 36.37 I See footnotes(1)(3)(4)
1. Name and Address of Reporting Person*
Empyrean Capital Partners, LP

(Last) (First) (Middle)
10250 CONSTELLATION BOULEVARD,
SUITE 2950

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Empyrean Investments, LLC

(Last) (First) (Middle)
10250 CONSTELLATION BOULEVARD,
SUITE 2950

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Meron Amos

(Last) (First) (Middle)
10250 CONSTELLATION BOULEVARD,
SUITE 2950

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. The shares of common stock, $0.0001 par value per share (the "Common Stock") and 10.000% Series A Convertible Preferred Stock, $0.0001 par value per share (the "Preferred Stock") to which this Form 3 relates are held of record by Empyrean Investments, LLC, a Delaware limited liability company ("EI"). Empyrean Capital Partners, LP, a Delaware limited partnership ("ECP"), serves as the sole member of EI. Empyrean Capital, LLC, a Delaware limited liability company ("ECP GP"), is the general partner of ECP. Amos Meron serves as the managing member of ECP GP, and as such may be deemed to have beneficial ownership of the securities held directly by EI. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock and Preferred Stock except to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(1), ECP is not deemed to beneficially own the securities held by EI but has elected to file this Form 3 nevertheless.
2. The Preferred Stock is perpetual and has no expiration date.
3. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Preferred Stock based upon (i) an initial liquidation preference of $48.51 divided by (ii) a conversion price of $36.37 multiplied by (iii) the aggregate number of shares of Preferred Stock held by the Reporting Persons as of the date of issuance.
4. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
Remarks:
EMPYREAN CAPITAL PARTNERS, LP, By: /s/ C. Martin Meekins, its Chief Operating Officer 11/08/2019
EMPYREAN INVESTMENTS, LLC, By: Empyrean Capital Partners, LP, its Sole Member, By: /s/ C. Martin Meekins, its Chief Operating Officer 11/08/2019
AMOS MERON, By: /s/ Amos Meron 11/08/2019
** 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 5 (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).
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