Helix Energy Solutions Group Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 16:10

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Staffeldt Erik
2. Issuer Name and Ticker or Trading Symbol
HELIX ENERGY SOLUTIONS GROUP INC [HLX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
3505 WEST SAM HOUSTON PKWY NORTH, SUITE 400 		3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025
(Street)
HOUSTON, TX 77043 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 01/01/2025 M 21,076 A (1) 472,075 D
Common Stock 01/01/2025 D 21,076(2) D $9.32 450,999 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Restricted Stock Units (1) 01/01/2025 M 21,076 (1) (3) Common Stock 21,076 $ 0 42,154 D
Restricted Stock Units (4) 01/01/2025 A 79,399 (4) (5) Common Stock 79,399 $ 0 79,399 D
Performance Share Units (6) 01/01/2025 A 158,798(7) (6) (8) Common Stock 158,798 $ 0 158,798 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Staffeldt Erik
3505 WEST SAM HOUSTON PKWY NORTH
SUITE 400
HOUSTON, TX 77043 		EVP & CFO

Signatures

/s/ Ken Neikirk by power of attorney 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Stock Unit ("2024 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2024 RSUs on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the grant will lapse on January 1, 2026 and forfeiture restrictions with respect to the last one-third of the grant will lapse on January 1, 2027.
(2) The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2024 RSUs for which forfeiture restrictions lapsed.
(3) Upon lapse of the forfeiture restrictions of the 2024 RSUs.
(4) This Restricted Stock Unit ("2025 RSU") award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective May 15, 2024, the "LTIP") and each 2025 RSU represents the contingent right to receive one share of Company common stock. Forfeiture restrictions will lapse with respect to the 2025 RSUs granted on the basis of one-third of the grant on January 1, 2026, an additional one-third of the grant on January 1, 2027 and the remaining one-third of the grant on January 1, 2028. Upon each 2025 RSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion.
(5) Upon lapse of the forfeiture restrictions of the 2025 RSUs.
(6) This Performance Share Unit ("2025 PSU") award was granted pursuant to the LTIP and each 2025 PSU represents the contingent right to receive one share of Company common stock. Actual number of 2025 PSUs upon vesting may range from 0% to 200% dependent on the Company's performance over the three-year period from January 1, 2025 through December 31, 2027. Upon 2025 PSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion.
(7) Amount reported represents 200% of the number of 2025 PSUs granted and is the maximum number that may be earned.
(8) Upon payment of the 2025 PSUs, which shall occur no later than March 15, 2028.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.