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

On May 12, 2017, RIC and RI purchased an aggregate of $4,690,479.77 in principal amount of the Issuer’s Revolving Credit Commitment and $2,309,520.23 in principal amount of the Issuer’s Term Loan A.  The Reporting Persons may acquire additional principal amount of the Issuer’s outstanding debt or dispose all or some of the Issuer’s outstanding debt from time to time, or continue to hold the debt.

The Common Stock has been acquired by the Reporting Persons for investment purposes.  The Reporting Persons may acquire additional shares of Common Stock, dispose all or some of these shares of Common Stock from time to time, or may continue to hold the shares of Common Stock, depending on market conditions, their continuing evaluation of the prospects of the Issuer or the Common Stock and other factors.  In addition, the Reporting Persons may communicate with other shareholders and management of the Issuer about preserving the value of the shares of Common Stock of the current equity holders.

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 May 16, 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 47,068,450 shares of Common Stock, $0.10 Par Value per share, outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the Securities and Exchange Commission on February 8, 2017.

^** 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 does not include the shares of Common Stock referenced in footnote (4) below owned by Mr. Robotti’s wife or the shares of Common Stock referenced in footnote (5) below owned by his nephew, all of which shares Mr. Robotti disclaims beneficial ownership.  Mr. Robotti has the sole power to vote or direct the vote of, and has the sole power to dispose or to direct the disposition of, 10,000 shares of Common Stock directly beneficially owned by him.