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).
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAJDIK LLOYD A
   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)
Senior VP-Finance & CAO
(Last)
(First)
(Middle)
400 N. SAM HOUSTON PARKWAY E., SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
05/08/2013
(Street)

HOUSTON, TX 77060		 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 05/08/2013   F   10,423 (1) D $ 0 72,005 D  
Common Stock 05/08/2013   D   23,691 (2) D $ 0 48,314 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
Performance Share Unit (3) 05/08/2013   D     25,316 (4)   (3)   (3) Common Stock 25,316 (4) $ 0 0 D  
Performance Share Unit (5) 05/08/2013   D     19,380 (6)   (5)   (5) Common Stock 19,380 (6) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAJDIK LLOYD A
400 N. SAM HOUSTON PARKWAY E.
SUITE 400
HOUSTON, TX 77060		       Senior VP-Finance & CAO  

Signatures

 /s/Margaret C. Fitzgerald by power of attorney   05/09/2013
**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) These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Hajdik's restricted stock awards.
(2) These shares of restricted stock were forfeited upon Mr. Hajdik's separation from the Company pursuant to the Separation Agreement between Mr. Hajdik and the Company dated April 24, 2013.
(3) Each Performance Share Unit ("PSU") represented a right to receive one share of Company common stock. The actual number of shares upon vesting ranged from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over a three-year period beginning January 1, 2012 and ending December 31, 2014. The amount originally reported was 200% of the number of PSUs granted and the maximum that could have been earned.
(4) These PSUs were forfeited upon Mr. Hajdik's separation from the Company.
(5) Each PSU represented a right to receive one share of Company common stock. The actual number of shares upon vesting ranged from 0% to 200% dependent on the Company's relative shareholder return as compared to its peer group over a three-year period beginning January 1, 2013 and ending December 31, 2015. The amount originally reported was 200% of the number of PSUs granted and the maximum that could have been earned.
(6) These PSUs were forfeited upon Mr. Hajdik's separation from the Company.

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