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*
South Dakota Investment Council

(Last) (First) (Middle)
C/O SOUTH DAKOTA INVESTMENT COUNCIL
4009 W 49TH STREET, SUITE 300

(Street)
SIOUX FALLS SD 57106

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2020
3. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL ]
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)
X Form filed by One Reporting Person
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, par value $0.0001 per share (the "Common Stock 6,674,073 I See footnote(1)(2)(3)
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
Explanation of Responses:
1. Pursuant to that certain Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020 (as amended, the "Merger Agreement"), by and among Era Group Inc. ("Era"), Bristow Group Inc. ("Bristow") and Ruby Redux Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Bristow (the "Merger"), with Bristow surviving the Merger as a direct, wholly-owned subsidiary of Era, each share of Bristow common stock, par value $0.0001 per share issued and outstanding immediately prior to the consummation of the Merger (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value $0.0001 per share) was converted into the right to receive 0.502096 shares of Common Stock of the Issuer. As a result, effective with the consummation of the Merger, the Reporting Person received 6,646,418 shares of Common Stock.
2. (continued from 1) Unless the context otherwise requires, references to "Bristow" and "Era" refer to Bristow Group Inc. and Era Group Inc., respectively, prior to the consummation of the Merger.
3. The shares to which this Form 3 relates are held directly or indirectly by certain funds and accounts managed by the South Dakota Investment Council ("SDIC"), a state government agency organized under the laws of the State of South Dakota.
Remarks:
SOUTH DAKOTA INVESTMENT COUNCIL, By: /s/ Matthew L. Clark, Name: Matthew L. Clark, Title: State Investment Officer 06/22/2020
** 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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