Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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CUSIP No. 811904101 Page 1 of 7
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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SEACOR Holdings Inc.
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(Name of Issuer)
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Common Stock, $.01 par value
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(Title of Class of Securities)
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811904101
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(CUSIP Number)
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December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP No. 811904101 Page 2 of 7
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Kensico Capital Management Corporation
13-4079277
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting
Power
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-0-
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6.
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Shared Voting
Power
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570,686
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7.
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Sole Dispositive
Power
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-0-
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8.
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Shared Dispositive Power
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570,686
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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570,686
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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2.7%
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12.
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Type of Reporting Person
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CO
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CUSIP No. 811904101 Page 3 of 7
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Michael Lowenstein
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
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United States
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting
Power
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-0-
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6.
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Shared Voting
Power
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570,686
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7.
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Sole Dispositive
Power
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-0-
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8.
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Shared Dispositive Power
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570,686
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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570,686
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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2.7%
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12.
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Type of Reporting Person
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IN, HC
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CUSIP No. 811904101 Page 4 of 7
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Thomas J. Coleman
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place
of Organization
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United States
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting
Power
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-0-
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6.
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Shared Voting
Power
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570,686
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7.
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Sole Dispositive
Power
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-0-
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8.
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Shared Dispositive Power
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570,686
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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570,686
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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2.7%
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12.
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Type of Reporting Person
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IN, HC
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CUSIP No. 811904101 Page 5 of 7
Amendment No. 4 to Schedule 13G (FINAL AMENDMENT)
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on April 20, 2007, Amendment No. 1 thereto filed on February 14, 2008, Amendment No. 2 thereto filed on February 17, 2009 and Amendment No. 3 thereto filed on February 16, 2010 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined.
The following items of the Schedule 13G are hereby amended and restated as follows:
Item 4. Ownership.
For each Reporting Person:
(a) Amount beneficially owned:
Each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 570,686 shares of Common Stock held for the accounts of the Funds. Of such 570,686 shares of Common Stock, Kensico Partners directly beneficially owns 165,441 shares of Common Stock, Kensico Associates directly beneficially owns 245,026 shares of Common Stock, Kensico Offshore directly beneficially owns 112,125 shares of Common Stock and Kensico Offshore II directly beneficially owns 48,094 shares of Common Stock.
(b) Percent of class: 2.7%
This calculation is based on 21,241,915 shares of Common Stock issued and outstanding as of October 25, 2010, as reported in the Issuer's Report on Form 10Q for the period ended September 30, 2010 filed with the Commission on October 29, 2010.
(c) Number of shares to which each Reporting Person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 570,686
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose of or direct the disposition of: 570,686
CUSIP No. 811904101 Page 6 of 7
Item 5. Ownership Of Five Percent Or Less Of A Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following: [X]
CUSIP No. 811904101 Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2011
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KENSICO CAPITAL MANAGEMENT CORP.
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BY:
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/s/ MICHAEL LOWENSTEIN
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Signature
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Michael Lowenstein, Authorized Signatory
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Name/Title
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/s/ MICHAEL LOWENSTEIN
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Signature
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/s/ THOMAS J. COLEMAN
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Signature
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