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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
TIDEWATER INC (Name of Issuer) |
Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) |
88642R109 (CUSIP Number) |
Robert Robotti c/o Robotti & Company, Incorporated, 125 Park Avenue, Suite 1607 New York, NY, 10017 212-986-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/13/2024 (Date of Event Which Requires Filing of This Statement) |
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
ROBOTTI ROBERT | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,599,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Robotti & Company, Incorporated | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,448,049.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Robotti & Company Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,445,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Robotti Securities, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,825.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD, OO |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Suzanne Robotti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Ravenswood Management Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,881,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
The Ravenswood Investment Company L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,143,117.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Ravenswood Investments III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
738,757.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 88642R109 |
| 1 |
Name of reporting person
Suzanne and Robert Robotti Foundation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 Par Value Per Share |
| (b) | Name of Issuer:
TIDEWATER INC |
| (c) | Address of Issuer's Principal Executive Offices:
842 West Sam Houston Parkway North, Suite 400, Houston,
TEXAS
, 77024. |
| Item 2. | Identity and Background |
| (a) | (i) Robert E. Robotti ("Robotti") (ii) Robotti & Company, Incorporated ("ROBT") (iii) Robotti & Company Advisors, LLC ("Robotti Advisors") (iv) Robotti Securities, LLC, ("Robotti Securities") (v) Suzanne Robotti (vi) Ravenswood Management Company, LLC ("RMC") (vii) The Ravenswood Investment Company L.P. ("RIC") (viii) Ravenswood Investments III, L.P. ("RI") (ix) Suzanne and Robert Robotti Foundation, Inc. ("Robotti Foundation") |
| (b) | 125 Park Avenue, Suite 1607, New York, NY 10017 |
| (c) | (i) Robotti, serving as president and treasurer of ROBT and is Managing Director of RMC (ii) ROBT, parent holding company of Robotti Advisors and Robotti Securities (iii) Robotti Advisors, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (iv) Robotti Securities, is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended ("Exchange Act") (v) Suzanne Robotti, wife of Mr. Robotti/ (vi) RMC, general partner of RIC and RI (vii) RIC, a private investment partnerships engaged in the purchase and sale of securities for their own accounts (viii) RI, a private investment partnerships engaged in the purchase and sale of securities for their own accounts (ix) Robotti Foundation, a nonprofit and nonstock corporation organized pursuant to Section 102 of the General Corporation Law of the State of Delaware and exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended Executive Officers and Directors: In accordance with the provisions of General Instruction C to Schedule 13D, information concerning executive officers and directors of ROBT and Robotti Foundation is included in Schedule A hereto, which is incorporated by reference herein. ROBT is the Manager and sole member of Robotti Advisors and Robotti Securities. |
| (d) | None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Exhibit A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Exhibit A, has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | (i) Robotti, a United States citizen (ii) ROBT, a New York corporation (iii) Robotti Advisors, a New York limited liability company (iv) Robotti Securities, a New York limited liability company (v) Suzanne Robotti, a United States citizen (vi) RMC, a New York limited liability company (vii) RIC, a Delaware limited partnership (viii) RI, a New York limited partnership (ix) Robotti Foundation, organized pursuant to Section 102 of the General Corporation Law of the State of Delaware and exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 148,431 shares of Common Stock directly beneficially held by Mr. Robotti is approximately $3,619,000 (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 563,350 shares of Common Stock directly beneficially held by Robotti Advisors (excluding shares beneficially owned by Robotti Advisors and held by RIC and RI which are disclosed below) is approximately $13,767,000 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by Robotti Advisors (other than those directly held by RIC and RI and disclosed below) were paid for using the personal funds of its advisory clients. The aggregate purchase price of the 2,825 shares of Common Stock beneficially held by Robotti Securities, LLC is approximately $69,000 (including brokerage fees and expenses). All of the shares of Common Stock held by Robotti Securities were paid for using its working capital and the personal funds of its discretionary customers. The aggregate purchase price of the 33,500 shares of Common Stock directly beneficially held by Ms. Suzanne Robotti is approximately $428,000 (including brokerage fees and expenses). All of the shares of Common directly beneficially held by Ms. Suzanne Robotti were paid for using her personal funds. The aggregate purchase price of the 1,143,117 shares of Common Stock directly beneficially held by RIC is approximately $18,018,000 (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 738,757 shares of Common Stock directly beneficially held by RI is approximately $13,696,000 (including brokerage fees and expenses). All of the shares of Common Stock directly beneficially held by RI were paid for using its working capital. The aggregate purchase price of the 3,000 shares of Common Stock beneficially held by Robotti Foundation is approximately $48,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Foundation were paid for using its personal funds. | |
| Item 4. | Purpose of Transaction |
Mr. Robotti serves on the Board of Directors of the Issuer and on the Compensation and Human Capital Committee and the Nominating and Governance of the Board of Directors. The Reporting Persons are long-term, buy-and-hold investors. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, business and market conditions, the Reporting Persons' continuing evaluation of the business and prospects of the Issuer, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future purchase additional securities of the Issuer or sell some or all of their securities of the Issuer. Presently the Reporting Persons have no plans or proposals which would relate or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein and except to the extent that such matters are the result of Mr. Robotti acting in his capacity as a Director of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Exhibit 2 |
| (b) | See Exhibit 2 |
| (c) | See Exhibit 2 |
| (d) | See Exhibit 2 |
| (e) | See Exhibit 2 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of December 20, 2024 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Commission. The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
This filing includes the following exhibits: 1.Table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof. 2.Item 5. Interest in Securities of the Issuer 3.Joint Filing Agreement dated as of December 20, 2024 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Ravenswood Management Company, LLC, the Ravenswood Investment Company L.P., Ravenswood Investments III, L.P. and Suzanne and Robert Robotti Foundation, Inc. |
| 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.
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