SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Schedule 13D

1	NAMES OF REPORTING PERSONS
	Robert E. Robotti*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,392
		8	SHARED VOTING POWER
			951, 247
		9	SOLE DISPOSITIVE POWER
			1,392
		10	SHARED DISPOSITIVE POWER
			951,247
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	952,639
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants (as defined herein) as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

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* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

* The number of shares of Common Stock included in this Statement include shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Securities and Exchange Act of 1934, as amended.  See Items 5(a) and (b) for details.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Amended Statement is hereby amended and restated to read as follows:

The aggregate purchase price of the 318 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,074 Warrants directly beneficially held by Mr. Robotti is $52,192.00 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Robotti were paid for using his personal funds.

The aggregate purchase price of the 210,744shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 361,661Warrants beneficially held by Robotti Advisors (other than those held by RIC and RI and disclosed below) is $11,271,610 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants beneficially held by Robotti Advisors were paid for using the personal funds of its advisory clients.

The aggregate purchase price of the 381 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,288 Warrants directly beneficially held by Mrs. Suzanne Robotti is $62,630.20 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.

The aggregate purchase price of the 37 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 125 Warrants directly beneficially held by Mr. Daniel Vitetta is $1,593.98 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Daniel Vitetta were paid for using his personal funds.

The aggregate purchase price of the 100,386 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 152,024 Warrants directly beneficially held by RIC is $5,566,272 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 51,886 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 74,546 Warrants directly beneficially held by RI is $2,283,676 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RI were paid for using its working capital.

Item 4.

Purpose of the Transaction

Item 4 of the Amended Statement is hereby amended and restated to read as follows:

(a)-(j)  On July 31, 2017 (“Effective Date”), the Issuer and its affiliated chapter 11 debtors emerged from bankruptcy after successfully completing its reorganization pursuant to the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Tidewater and its Affiliated Debtors (the “Plan”), that was confirmed on July 17, 2017 by the United States Bankruptcy Court for the District of Delaware.  Pursuant to the Plan, each 31.3143 shares of Common Stock outstanding prior to the Effective Date held by the Reporting Persons was converted into 1 share of new Common Stock (“New Common Stock”), 1.6216 Series A Warrants and 1.7531 Series B Warrants (subject in each case to rounding).  In addition, it is anticipated that the $4,690,480 principal amount of the Issuer’s Credit Agreement Revolving Credit Commitment owned by RIC an RI will be converted into an aggregate of 33,151 shares of New Common Stock, 15,214 New Creditor Warrants and, upon the resolution of certain sale/leaseback obligations, up to an additional 7,575 New Creditor Warrants and that the $2,309,520 principal amount of the Issuer’s Term Loan A owned by RIC an RI will be converted into an aggregate of 16,323 shares of New Common Stock, 7,491 New Creditor Warrants and, upon the resolution of certain sale/leaseback obligations, up to an additional 3,730 New Creditor Warrants.

 

The Reporting Persons reserve the right to formulate other plans and/or make proposals, and take such other actions as the Reporting Persons, or any of them, may determine.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Amended Statement is hereby amended and restated to read as follows:

(a)-(b) As of August 4, 2017, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

^* Based on the aggregate of (i) 18,389,416 shares of Common Stock, $0.001 Par Value per share, outstanding as disclosed in the press release included as an exhibit to the Issuer's Current Report on Form 8-K dated July 31, 2017 and filed with the Securities and Exchange Commission on July 31, 2017, plus (ii) the number of shares of Common Stock underlying the Warrants beneficially owned by the Reporting Person, as required by Rule 13d-3(d)(1)(i) (“Rule 13d-3(d)(1)(i)”) under the Securities Exchange Act of 1934, as amended.

^** Less than 1%

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein, if any.

 

(2) The aggregate number of shares includes 1,074 shares of Common Stock underlying 1,074 Warrants directly beneficially owned by Mr. Robotti as required by Rule 13d-3(d)(1)(i) but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti's wife and set forth in footnote (4) below or (A) the shares of Common Stock beneficially owned by or (B) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti's nephew and set forth in footnote (5) below, all of which shares Mr. Robotti disclaims beneficial ownership.  Mr. Robotti has the sole power to dispose or to direct the disposition of 1,392 shares of Common Stock directly beneficially owned by him.  Mr. Robotti has the sole power to vote or direct the vote of the shares of Common Stock currently owned by him.  Upon exercise of the Warrants directly beneficially owned by him, Mr. Robotti will have the sole power to vote or direct the vote of the shares of Common Stock underlying such Warrants.  The Warrants have no voting rights.

 

Schedule 13D

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(3) The aggregate number of shares includes 588,231 shares of Common Stock underlying 588,231 Warrants directly beneficially owned by the advisory clients of Robotti Advisors as required by Rule 13d-3(d)(1)(i).  Each of Mr. Robotti and ROBT share with Robotti Advisors the power to dispose or to direct the disposition of 951,247 shares of Common Stock directly beneficially owned by the advisory clients of Robotti Advisors.  Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote of the shares of Common Stock currently owned by the advisory clients of Robotti Advisors.  Upon exercise of the Warrants directly beneficially owned by the advisory clients of Robotti Advisors, each of Mr. Robotti and ROBT will share with Robotti Advisors the power to vote or direct the vote of the shares of Common Stock underlying such Warrants.  The Warrants have no voting rights.

 

(4) The aggregate number of shares includes 1,288 shares of Common Stock underlying 1,288 Warrants directly beneficially owned by Suzanne Robotti as required by Rule 13d-3(d)(1)(i) but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti and set forth in footnote (1) above or (A) the shares of Common Stock beneficially owned by or (B) the shares of Common Stock underlying the Warrants beneficially owned by, Mrs. Robotti's nephew and set forth in footnote (5) below, all of which shares Mrs. Robotti disclaims beneficial ownership.  Mrs. Robotti has the sole power to dispose or to direct the disposition of 381 shares of Common Stock directly beneficially owned by her.  Mrs. Robotti has the sole power to vote or direct the vote of the shares of Common Stock currently owned by her.  Upon exercise of the Warrants directly beneficially owned by her, Mrs. Robotti will have the sole power to vote or direct the vote of the shares of Common Stock underlying such Warrants.  The Warrants have no voting rights.

 

(5) The aggregate number of shares includes 125 shares of Common Stock underlying 125 Warrants directly beneficially owned by Daniel Vitetta as required by Rule 13d-3(d)(1)(i) but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti and set forth in footnote (1) above or (A) the shares of Common Stock beneficially owned by or (B) the shares of Common Stock underlying the Warrants beneficially owned by, Mrs. Robotti and set forth in footnote (4) above, all of which shares Mr. Vitetta disclaims beneficial ownership.  Mr. Vitetta has the sole power to dispose or to direct the disposition of 37 shares of Common Stock directly beneficially owned by him.  Mr. Vitetta has the sole power to vote or direct the vote of the shares of Common Stock currently owned by him.  Upon exercise of the Warrants directly beneficially owned by him, Mr. Vitetta will have the sole power to vote or direct the vote of the shares of Common Stock underlying such Warrants.  The Warrants have no voting rights.

 

(6) The aggregate number of shares includes 152,024 shares of Common Stock underlying 152,024 Warrants directly beneficially owned by RIC as required by Rule 13d-3(d)(1)(i).  Each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC share with RIC the power to dispose or to direct the disposition of 100,386 shares of Common Stock directly beneficially owned by RIC.  Each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC share with RIC the power to vote or direct the vote of the shares of Common Stock currently owned by RIC.  Upon exercise of the Warrants directly beneficially owned by RIC, each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC will share with RIC the power to vote or direct the vote of the shares of Common Stock underlying such Warrants.

 

(7) The aggregate number of shares includes 74,546 shares of Common Stock underlying 74,546 Warrants directly beneficially owned by RI as required by Rule 13d-3(d)(1)(i).  Each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC share with RI the power to dispose or to direct the disposition of 51,886 shares of Common Stock directly beneficially owned by RI.  Each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC share with RI the power to vote or direct the vote of the shares of Common Stock currently owned by RI.  Upon exercise of the Warrants directly beneficially owned by RI, each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC will share with RI the power to vote or direct the vote of the shares of Common Stock underlying such Warrants.

 

Schedule 13D

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(c) The table below lists all the transactions in the Issuer's Common Stock from May 29, 2017, sixty days prior to the event.  All transactions were made by Robotti Advisors clients, RIC, and RI in the open market.

Transactions in Shares*

* In addition to the transactions listed above, during the period one or more accounts, which held a total of 481 shares of Common Stock, transferred out their position.

(d) Robotti Advisors' advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them.  Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons.  No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer's Common Stock.

(e)

Not applicable.

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Amended Statement is hereby amended to add the following:

The information set forth in Item 4 of this Statement is incorporated herein by reference.

 

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After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

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