Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period (a)
Total number
of shares
purchased (1)
(b)
Average
price paid
per share (c)
Total number
of shares
purchased as
part of publicly
announced
program (d)
Maximum
number of shares
that may yet be
purchased under
the program (2)
July 1 to July 31, 2020 — $ — — 6,605,081
August 1 to August 31, 2020 2,646 4.19 — 6,605,081
September 1 to September 30, 2020 — — — 6,684,328
2,646 $ 4.19 —
(1) Includes shares forfeited in satisfaction of tax obligations upon vesting of restricted shares.
(2) Under the terms of our stock repurchase program, we may repurchase shares of our common stock in an amount equal to any equity granted to our employees, officers and directors under our share-based compensation plans, including share-based awards under our existing long-term incentive plans and shares issued to our employees under our ESPP (Note 12), and such shares increase the number of shares available for repurchase. For additional information regarding our stock repurchase program, see Note 11 to our 2019 Form 10-K.
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Item 6. Exhibits
Exhibit Number Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
3.1 2005 Amended and Restated Articles of Incorporation of Helix Energy Solutions Group, Inc.
Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)
3.2 Second Amended and Restated By-Laws of Helix Energy Solutions Group, Inc.
Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)
4.1 Indenture, dated as of August 14, 2020, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee .
Exhibit 4 .1 to the Current Report on Form 8-K filed on August 14 , 2020 (001-32936)
4.2 First Supplemental Indenture, dated as of August 14, 2020, b y and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee .
Exhibit 4 .2 to the Current Report on Form 8-K filed on August 14 , 2020 (001-32936)
10.1 Underw riting Agreement , dated as of August 1 1 , 2020, by and amo ng Helix Energy Solutions Group, Inc. , Wells Fargo Securities, LLC and Evercore Group L. L.C .
Exhibit 1 . 1 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936)
31.1 Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer.
Filed herewith
31.2 Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Erik Staffeldt, Chief Financial Officer.
Filed herewith
32.1 Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
Furnished herewith
101.INS XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HELIX ENERGY SOLUTIONS GROUP, INC.
(Registrant)
Date: October 22, 2020 By: /s/ Owen Kratz
Owen Kratz
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 22, 2020 By: /s/ Erik Staffeldt
Erik Staffeldt
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
49
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.