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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Option | $ 6.938 | 07/01/2006 | D | 25,000 | 07/01/2006 | 07/01/2006 | Common Stock | 25,000 | $ 6.938 | 0 | D | ||||
Non-Qualified Option | $ 11 | 07/01/2006 | D | 25,000 | 07/01/2006 | 07/01/2006 | Common Stock | 25,000 | $ 11 | 0 | D | ||||
Non-Qualified Option | $ 4.25 | 07/01/2006 | D | 10,000 | 07/01/2006 | 07/01/2006 | Common Stock | 10,000 | $ 4.25 | 0 | D | ||||
Non-Qualified Option | $ 3.75 | 07/01/2006 | D | 30,000 | 07/01/2006 | 07/01/2006 | Common Stock | 30,000 | $ 3.75 | 0 | D | ||||
Non-Qualified Option | $ 15.32 | 07/01/2006 | D | 5,000 | 07/01/2006 | 07/01/2006 | Common Stock | 5,000 | $ 15.32 | 0 | D | ||||
Non-Qualified Option | $ 17.15 | 07/01/2006 | D | 5,000 | 07/01/2006 | 07/01/2006 | Common Stock | 5,000 | $ 17.15 | 0 | D | ||||
Non-Qualified Option | $ 18.81 | 07/01/2006 | D | 10,000 | 07/01/2006 | 07/01/2006 | Common Stock | 10,000 | $ 18.81 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROLLINS THOMAS W 8201 PRESTON ROAD SUITE 100 DALLAS, TX 75225 |
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/s/Thomas W. Rollins | 07/13/2006 | |
**Signature of Reporting Person | Date |
* | 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) | Acquired pursuant to agreement and plan of merger, dated as of January 22, 2006, by and among the issuer and Helix Energy Solutions Group, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger, dated January 24, 2006, by and among the issuer, Helix and Cal Dive Merger - Delaware Inc., a wholly owned subsidiary of Helix (as so amended, the "Merger Agreement") in which, immediately prior to the merger, all of the reporting person's issuer stock options are cancelled and converted into the issuer's common stock that would be issued upon a cashless exercise of the stock options. The cashless exercise was computed by deducting from the number of exercised options (i) the number of shares of issuer common stock equal in value to the exercise price and (ii) all withholding obligations from the shares issued to the holder. |
(2) | Disposed of pursuant to Merger Agreement in which each share of issuer common stock is converted into the right to receive (i) $27.00 in cash, and (ii) 0.436 of a validly issued, fully paid and non-assessable share of Helix having a market value of $40.36 per share on the effective date of the merger. |