SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Whalen Jennifer Dawn

(Last) (First) (Middle)
C/O BRISTOW GROUP INC.
3151 BRIARPARK DRIVE, SUITE 700

(Street)
HOUSTON TX 77042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Employee Stock Option (Right to Buy) $24.54(1) 09/16/2020 A 11,667 (1) 09/16/2030 Common Stock 11,667 $0 11,667 D
Restricted Stock Units (2) 09/16/2020 A 11,667 (3) (3) Common Stock 11,667 $0 11,667 D
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. Whalen 09/18/2020
** 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 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