Sec Form 3 Filing - South Dakota Investment Council @ Bristow Group Inc. - 2020-06-11

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FORM 3
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
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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1. Name and Address of Reporting Person
South Dakota Investment Council
2. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOUTH DAKOTA INVESTMENT COUNCIL, 4009 W 49TH STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2020
(Street)
SIOUX FALLS, SD57106
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share (the "Common Stock 6,674,073 I See footnote ( 1 ) ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
South Dakota Investment Council
C/O SOUTH DAKOTA INVESTMENT COUNCIL
4009 W 49TH STREET, SUITE 300
SIOUX FALLS, SD57106
X
Signatures
SOUTH DAKOTA INVESTMENT COUNCIL, By: /s/ Matthew L. Clark, Name: Matthew L. Clark, Title: State Investment Officer 06/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020 (as amended, the "Merger Agreement"), by and among Era Group Inc. ("Era"), Bristow Group Inc. ("Bristow") and Ruby Redux Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Bristow (the "Merger"), with Bristow surviving the Merger as a direct, wholly-owned subsidiary of Era, each share of Bristow common stock, par value $0.0001 per share issued and outstanding immediately prior to the consummation of the Merger (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value $0.0001 per share) was converted into the right to receive 0.502096 shares of Common Stock of the Issuer. As a result, effective with the consummation of the Merger, the Reporting Person received 6,646,418 shares of Common Stock.
( 2 )(continued from 1) Unless the context otherwise requires, references to "Bristow" and "Era" refer to Bristow Group Inc. and Era Group Inc., respectively, prior to the consummation of the Merger.
( 3 )The shares to which this Form 3 relates are held directly or indirectly by certain funds and accounts managed by the South Dakota Investment Council ("SDIC"), a state government agency organized under the laws of the State of South Dakota.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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