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    SEC Form SC 13D/A filed by Bristow Group Inc. (Amendment)

    5/16/24 6:03:37 PM ET
    $VTOL
    Transportation Services
    Consumer Discretionary
    Get the next $VTOL alert in real time by email
    SC 13D/A 1 ef20029385_sc13da.htm SC 13D/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 8)*


    Bristow Group Inc.
    (Name of Issuer)
     
    Common Stock
    (Title of Class of Securities)
     
    11040G103
    (CUSIP Number)
     
    Matthew L. Clark
    4009 W 49th Street
    Suite 300
    Sioux Falls, SD 57106
    605-362-2820
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
    May 15, 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.  ☐



     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies of this statement are to be sent.
     


    *
    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 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. 11040G103
    Page 2 of 4
    1
    NAMES OF REPORTING PERSONS
     
     
    South Dakota Investment Council
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    South Dakota, USA
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    4,306,671
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    N/A
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    4,306,671
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    N/A
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    4,306,671
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    15.2%*
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    EP
     
     
     
     

    *
    The ownership percentage has been calculated based on an aggregate total of 28,393,000 shares of Common Stock (as defined below) issued and outstanding as of May 3, 2024, as provided by the Company, based on the Quarterly Report on Form 10-Q filed by the Company on May 8, 2024.


    SCHEDULE 13D
    CUSIP No. 11040G103
    Page 3 of 4
    This Amendment No. 8 ( “Amendment No. 8”) to Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2020 (the “Schedule 13D”) by South Dakota Investment Council (the “Reporting Person”) relating to the shares of common stock, par value $0.01 per share (the “Common Stock”) of Bristow Group Inc., a Delaware corporation (the “Issuer”), reflects changes to the information in the amendment to the Schedule 13D filed by the Reporting Person on March 14, 2024 (“Amendment No.7”).  Except as otherwise indicated, capitalized terms used and not defined in this Amendment No. 8 shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

    Item 5.
    Interest in Securities of the Issuer.

    Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
     
    (a) – (b) The responses of the Reporting Person with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.
     
    The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person was calculated based on 28,393,000 shares of Common Stock issued and outstanding as of May 3, 2024, as provided by the Company, based on the Quarterly Report on Form 10-Q filed by the Company on May 8, 2024.
     
    (c) Except as disclosed in Exhibit 1 of this Schedule 13D, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person.
     
    (d) None.
     
    (e) Not applicable.

    SIGNATURES
     
    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: May 16, 2024
       
         
     
    SOUTH DAKOTA INVESTMENT COUNCIL
         
     
    By:
    /s/ Matthew L. Clark
     
    Name:
    Matthew L. Clark
     
    Title:
    State Investment Officer


    Exhibit 1
     
    TRANSACTIONS
     
    The following table sets forth all transactions effected in the last sixty days by or on behalf of the Reporting Person in relation to the shares of Common Stock.  The below transactions were effected in the open market.
     
    Trade Date
     
    Number of Shares
    Sold
       
    Weighted Average
    Price per Share
       
    Price Range
     
    04/03/2024
       
    8,707
       
    $
    27.2600
       
    $
    27.26-$27.26
     
    04/30/2024
       
    2,156
       
    $
    26.5919
       
    $
    26.515-$26.68
     
    05/02/2024
       
    4,761
       
    $
    26.9940
       
    $
    26.97-$27.05
     
    05/08/2024
       
    28,920
       
    $
    32.2437
       
    $
    32.235-$32.32
     
    05/09/2024
       
    4,900
       
    $
    33.39041
       
    $
    33.20-$33.60
     
    05/09/2024
       
    15,100
       
    $
    33.89472
       
    $
    33.66-$34.41
     
    05/10/2024
       
    27,302
       
    $
    34.0372
       
    $
    34.00-$34.20
     
    05/13/2024
       
    30,296
       
    $
    34.5052
       
    $
    34.25-$34.71
     
    05/14/2024
       
    10,679
       
    $
    35.01783
       
    $
    34.87-$35.49
     
    05/14/2024
       
    27,104
       
    $
    35.75684
       
    $
    35.51-$36.04
     
    05/14/2024
       
    72,217
       
    $
    35.68655
       
    $
    35.60-$35.88
     
    05/15/2024
       
    57,911
       
    $
    36.5177
       
    $
    36.40-$36.58
     


    1
    This price reflects the weighted average price for open-market sales of Common Stock made by the Reporting Person on May 9, 2024 within a $1.00 range.
    2
    This price reflects the weighted average price for open-market sales of Common Stock made by the Reporting Person on May 9, 2024 within a $1.00 range.
    3
    This price reflects the weighted average price for open-market sales of Common Stock made by the Reporting Person on May 14, 2024 within a $1.00 range.
    4
    This price reflects the weighted average price for open-market sales of Common Stock made by the Reporting Person on May 14, 2024 within a $1.00 range.
    5
    This price reflects the weighted average price for open-market sales of Common Stock made by the Reporting Person on May 14, 2024 within a $1.00 range.



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