13D Filing: Robotti Robert and Tidewater Inc (TDW)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Tidewater Inc.

(Name of Issuer)

	886423102
	(CUSIP Number)

Robert Robotti c/o Robotti & Company, Incorporated 60 East 42nd Street, Suite 3100 New York, New York 10165 212-986-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

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.

(Page 1 of 14 Pages)

*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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This Statement on Schedule 13D Amendment No. 3 (this “Statement”) is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the “Commission”). This Statement amends the Initial Statement of Beneficial Ownership on Schedule 13D (the “Initial Statement”) relating to shares of Common Stock, Par Value $0.10 Per Share (the “Common Stock”), of Tidewater Inc. (the “Issuer”), filed on August 26, 2016 with the Commission, as amended by Amendment No. 1, and Amendment No. 2 thereto, filed with the Commission on November 1, 2016, and November 18, 2016, respectively (as so amended, the “Amended Statement”), as specifically set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.

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 10,000 shares of Common Stock directly beneficially held by Mr. Robotti is $52,192.00 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by Mr. Robotti were paid for using his personal funds.

The aggregate purchase price of the 2,477,900 shares of Common Stock beneficially held by Robotti Advisors (other than those held by RIC and RI and disclosed below) is $7,936,730.60 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Advisors were paid for using the personal funds of its advisory clients.

The aggregate purchase price of the 12,000 shares of Common Stock directly beneficially held by Mrs. Suzanne Robotti is $62,630.20 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.

The aggregate purchase price of the 1,170 shares of Common Stock directly beneficially held by Mr. Daniel Vitetta is $1,593.98 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by Mr. Daniel Vitetta were paid for using his personal funds.

The aggregate purchase price of the 1,415,151 shares of Common Stock directly beneficially held by RIC is $4,218,754.51 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 693,927 shares of Common Stock directly beneficially held by RI is $2,098,098.72 (including brokerage fees and expenses). All of the shares of Common Stock 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 May 12, 2017, the Issuer filed with the Securities and Exchange Commission a Proposed Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Reorganization (“Disclosure Statement”) and issued a press release stating that the Issuer and certain of its subsidiaries expected to file cases in the United States Bankruptcy Court, District of Delaware by May 17, 2017 to implement a proposed prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The Reporting Persons are reviewing the Disclosure Statement for fairness and equitable treatment of the holders of the equity securities of the Issuer.  The Reporting Persons are considering all available options and may formulate different plans subject to this Item 4 based upon that review, which may include the pursuit of the appointment of an Official Committee of Equity Security Holders of the Issuer.