SC 13D/A 1 brhc10044050_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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, New York 10017

212-986-4800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 2022

(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 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.

*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).

Schedule 13D
CUSIP No. 88642R109		Page 2 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Robert E. Robotti*

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO, PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			89,137

		8	SHARED VOTING POWER
			3,833,876

		9	SOLE DISPOSITIVE POWER
			89,137

		10	SHARED DISPOSITIVE POWER
			3,833,876

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,923,013

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)
	7.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants (as defined herein) as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 3 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Robotti & Company, Incorporated*

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
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			3,830,876

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			3,830,876

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,830,876

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)
	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 4 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Robotti & Company Advisors, LLC*

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
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			3,828,476

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			3,828,476

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,828,476

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)
	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, IA

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 5 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Robotti Securities, LLC*

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, 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
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			2,400

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			2,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,400

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)
	Less than 1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, BD

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 6 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Suzanne Robotti*

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF, 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
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			34,169

		8	SHARED VOTING POWER
			3,000

		9	SOLE DISPOSITIVE POWER
			34,169

		10	SHARED DISPOSITIVE POWER
			3,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,169

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)
	Less than 1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 7 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Ravenswood Management Company, L.L.C.*

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			2,533,674

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			2,533,674

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,533,674

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)
	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 8 of 22 Pages

1	NAMES OF REPORTING PERSONS
	The Ravenswood Investment Company, L.P. *

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			1,599,417

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			1,599,417

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,599,417

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)
	3.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 9 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Ravenswood Investments III, L.P. *

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			934,257

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			934,257

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	934,257

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)
	1.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 10 of 22 Pages

1	NAMES OF REPORTING PERSONS
	Suzanne and Robert Robotti Foundation, Inc.*

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-

		8	SHARED VOTING POWER
			3,000

		9	SOLE DISPOSITIVE POWER
			-0-

		10	SHARED DISPOSITIVE POWER
			3,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,000

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)
	Less than 1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.

Schedule 13D
CUSIP No. 88642R109		Page 11 of 22 Pages

This Statement on Schedule 13D Amendment No. 7 (this “Amendment No. 7”) is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the “Commission”). This Amendment No. 7 amends the initial Statement of Beneficial Ownership on Schedule 13D (the “Initial Statement”) relating to shares of Common Stock, $0.001 par value per share (the “Common Stock”), including shares of Common Stock underlying Series A and B Warrants and under certain warrants issued to persons not known to be U.S. Citizens who were holders of certain debt and leaseback obligations of the Issuer (the “New Creditor Warrants,” and together with the Series A and B Warrants, the “Warrants”), of Tidewater Inc. (the “Issuer”), filed on October 28, 2019 with the Commission, as amended by Amendment No. 1 thereto, filed with the Commission on February 6, 2020, as amended by Amendment No. 2 thereto, filed with the Commission on June 3, 2020, as amended by Amendment No. 3 thereto, filed with the Commission on March 12, 2021, as amended by Amendment No. 4 thereto, filed with the Commission on May 4, 2021, as amended by Amendment No. 5 thereto, filed with the Commission on December 20, 2021, as amended by Amendment No. 6 thereto, filed with the Commission on August 15, 2022, as specifically set forth herein (as so amended, the “Amended Statement”). Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.

Item 2.

Identity and Background

Item 2 of the Amended Statement is hereby amended and restated to read as follows:

(a), (b), (c) and (f). This Statement is filed on behalf of Robert E. Robotti (“Robotti”), Robotti & Company, Incorporated (“ROBT”), Robotti & Company Advisors, LLC (“Robotti Advisors”), Robotti Securities, LLC (“Robotti Securities”), Suzanne Robotti, Ravenswood Management Company, L.L.C. (“RMC”), The Ravenswood Investment Company, L.P. (“RIC”), Ravenswood Investments III, L.P. (“RI”), and the Suzanne and Robert Robotti Foundation, Inc. (“Robotti Foundation” and together with Robotti, ROBT, Robotti Advisors, Robotti Securities, Suzanne Robotti, RMC, RIC, and RI, the “Reporting Persons”).

Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT. ROBT, a New York corporation, is the parent holding company of Robotti Advisors and Robotti Securities. Robotti Advisors, a New York limited liability company, is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Robotti Securities, a New York limited liability company, is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Suzanne Robotti is a United States citizen and wife of Mr. Robotti.

Mr. Robotti is Managing Director of RMC. RMC, a New York limited liability company, is the general partner of RIC and RI. RIC, a Delaware limited partnership, and RI, a New York limited partnership, are private investment partnerships engaged in the purchase and sale of securities for their own accounts. RIC and RI are also advisory clients of Robotti Advisors.

The Robotti Foundation is 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.

The address of each of the Reporting Persons is 125 Park Avenue, Suite 1607, New York, NY 10017.

Executive Officers and Directors:

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning executive officers and directors of ROBT, Robotti Advisors, Robotti Securities, and Robotti Foundation is included in Schedule A hereto, which is incorporated by reference herein.

Schedule 13D
CUSIP No. 88642R109		Page 12 of 22 Pages

(d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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.

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 88,063 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,074 Warrants directly beneficially held by Mr. Robotti is approximately $1,103,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Robotti were paid for using his personal funds.

The aggregate purchase price of the 1,083,254 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 211,548 Warrants directly beneficially held by Robotti Advisors (not including shares and Warrants beneficially owned by Robotti Advisors and held by RIC and RI which are disclosed below) is approximately $21,201,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants 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 2,400 shares of Common Stock beneficially held by Robotti Securities, LLC is approximately $45,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Securities were paid for using its working capital.

The aggregate purchase price of the 32,881 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,288 Warrants directly beneficially held by Mrs. Suzanne Robotti is approximately $441,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.

The aggregate purchase price of the 1,520,444 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), and 78,973 Warrants directly beneficially held by RIC is approximately $25,118,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 895,532 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), and 38,725 Warrants directly beneficially held by RI is approximately $14,494,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants 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.

Schedule 13D
CUSIP No. 88642R109		Page 13 of 22 Pages

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 November 8, 2022, 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:

Reporting Person⁽¹⁾	Aggregate Number of Shares	Number of Shares: Sole Power to Vote or Dispose	Number of Shares: Shared Power to Vote or Dispose	Approximate Percentage*


Robert Robotti ^{(2)(3)(4)(6)(7)(8)}	3,923,013	89,137	3,833,876	7.72%
Robotti & Company, Incorporated ^(3)(4)(6)(7)	3,830,876	0	3,830,876	7.54%
Robotti & Company Advisors, LLC ^(3)(6)(7)	3,828,476	0	3,828,476	7.53%
Robotti Securities, LLC ⁽⁴⁾	2,400	0	2,400	**
Suzanne Robotti ⁽⁵⁾⁽⁸⁾	37,169	34,169	3,000	**
Ravenswood Management Company, L.L.C. ⁽⁶⁾⁽⁷⁾	2,533,674	0	2,533,674	5.01%
The Ravenswood Investment Company, L.P.⁽⁶⁾	1,599,417	0	1,599,417	3.16%
Ravenswood Investments III, L.P.⁽⁷⁾	934,257	0	934,257	1.85%
The Suzanne and Robert Robotti Foundation, Inc. ⁽⁸⁾	3,000	0	3,000	**

^*Based on the aggregate of (i) 50,493,556 shares of Common Stock, $0.001 par value per share, outstanding as of November 8, 2022, as disclosed in the Issuer’s Prospectus Supplement, filed with the Commission on November 9, 2022, plus (ii) the number of shares of Common Stock underlying the Warrants beneficially owned by the Reporting Person, as required by Rule 13d-3(d)(1)(i) (“Rule 13d-3(d)(1)(i)”) under the Act.

^**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 includes 1,074 shares of Common Stock underlying 1,074 Warrants directly beneficially owned by Mr. Robotti, but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti’s wife as set forth in footnote (5) below, all of which shares Mr. Robotti disclaims beneficial ownership. Mr. Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 89,137 shares of Common Stock directly beneficially owned by him. Upon exercise of the Warrants directly beneficially owned by him, Mr. Robotti will have the sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.

Schedule 13D
CUSIP No. 88642R109		Page 14 of 22 Pages

(3) The aggregate number of shares includes 211,548 shares of Common Stock underlying 211,548 Warrants directly beneficially owned by the advisory clients of Robotti Advisors (other than those owned by RIC and RI and referenced in footnotes (6) and (7)). Each of Mr. Robotti and ROBT share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of 1,083,254 shares of Common Stock directly beneficially owned by the advisory clients of Robotti Advisors. Upon exercise of the Warrants directly beneficially owned by the advisory clients of Robotti Advisors, each of Mr. Robotti and ROBT will share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.

(4) The aggregate number of shares includes 2,400 shares of Common Stock directly beneficially owned by Robotti Securities. Each of Mr. Robotti and ROBT share with Robotti Securities the power to dispose or direct the disposition, and to vote or direct the vote, of 2,400 shares of Common Stock directly beneficially owned by Robotti Securities.

(5) The aggregate number of shares includes 1,288 shares of Common Stock underlying 1,288 Warrants directly beneficially owned by Suzanne Robotti, but does not include (a) the shares of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti and set forth in footnote (2) above, all of which shares Mrs. Robotti disclaims beneficial ownership. Mrs. Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 32,881 shares of Common Stock directly beneficially owned by her. Upon exercise of the Warrants directly beneficially owned by her, Mrs. Robotti will have the sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.

(6) The aggregate number of shares includes 78,973 shares of Common Stock underlying 78,973 Warrants directly beneficially owned by RIC. Mr. Robotti, ROBT, Robotti Advisors and RMC share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of 1,520,444 shares of Common Stock directly beneficially owned by RIC. Upon exercise of the Warrants directly beneficially owned by RIC, Mr. Robotti, ROBT, Robotti Advisors and RMC will share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.

(7) The aggregate number of shares includes 38,725 shares of Common Stock underlying 38,725 Warrants directly beneficially owned by RI. Mr. Robotti, ROBT, Robotti Advisors and RMC share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of 895,532 shares of Common Stock directly beneficially owned by RI. Upon exercise of the Warrants directly beneficially owned by RI, Mr. Robotti, ROBT, Robotti Advisors and RMC will share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.

(8) The aggregate number of shares includes 3,000 shares of Common Stock directly beneficially owned by the Robotti Foundation. Each of Mr. and Ms. Robotti shares with Robotti Foundation the power to dispose or direct the disposition, and to vote and direct the vote, of 3,000 shares of Common Stock directly beneficially owned by Robotti Foundation.

Schedule 13D
CUSIP No. 88642R109		Page 15 of 22 Pages

(c) The table below lists all the transactions in the Issuer’s Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were purchased in the Issuer’s public offering (“Offering”), with respect to which the Issuer filed a Prospectus Supplement with the Commission on November 9, 2022 (“Prospectus”), and executed through the underwriter of the Offering.

Transactions in Shares

Party	Date of Purchase/ Sale	Number of Shares of the Common Stock	Buy/ Sell	Price
RIC	11/8/2022	189,000	Buy	$30.25
RI	11/8/2022	111,000	Buy	$30.25

(d) Robotti Advisors’ advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them. Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer’s Common Stock.

(e) Not Applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Amended Statement is hereby amended to add the following:

Robotti and ROBT have agreed that, without the prior written consent of Morgan Stanley & Co. LLC, the underwriter in the Offering, they will not, and will not publicly disclose an intention to, during the period ending 45 days after the date of the Prospectus (“Restricted Period”):

(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock, or

(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, Robotti and ROBT agreed not to engage in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone else.

The restrictions described above do not apply to certain transactions for which no filings under Section 16(a) of the Exchange Act are made; certain gifts, estate planning and transactions by operation of law; certain distributions by entities to equity holders; certain transactions relating to trading plans under Rule 10b5-1 under the Exchange Act; and certain transactions related to investment advisory accounts and discretionary brokerage accounts.

Schedule 13D
CUSIP No. 88642R109		Page 16 of 22 Pages

Each of Robotti and ROBT is a party to a Lock-Up Agreement described above is this Item 6. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, a copy of which is filed herewith as Exhibit 11 to this Statement and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Amended Statement is hereby amended to add the following:

This filing includes the following exhibits:

11.

Form of Lock-Up Agreement dated November 7, 2022, from each of Robert E. Robotti and Robotti & Company, Incorporated to Morgan Stanley & Co. LLC.

[Remainder of page left blank intentionally.]

Schedule 13D
CUSIP No. 88642R109		Page 17 of 22 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:		November 10, 2022

/s/ Robert E. Robotti			/s/ Suzanne Robotti
Robert E. Robotti			Suzanne Robotti

Robotti & Company, Incorporated			Suzanne and Robert Robotti Foundation, Inc.

By:	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti			Name: Robert E. Robotti
	Title: President and Treasurer			Title: Director

Robotti & Company Advisors, LLC			Robotti Securities, LLC

By:	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti			Name: Robert E. Robotti
	Title: President and Treasurer			Title: President and Treasurer

Ravenswood Management Company, L.L.C.

By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti
	Title: Managing Director

The Ravenswood Investment Company, L.P.			Ravenswood Investments III, L.P.

By:	Ravenswood Management Company, L.L.C., General Partner		By:	Ravenswood Management Company, L.L.C., General Partner

By:	/s/ Robert E. Robotti		By:	/s/ Robert E. Robotti
	Name: Robert E. Robotti			Name: Robert E. Robotti
	Title: Managing Director			Title: Managing Director

Schedule 13D
CUSIP No. 88642R109		Page 18 of 22 Pages

Schedule A

The following 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.

Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC

Name:		Robert E. Robotti
		(Director, President, Treasurer)
Citizenship		U.S.A.
Principal Occupation:		President and Treasurer, Robotti & Company, Incorporated
Business Address:		125 Park Avenue, Suite 1607, New York, New York 10017

Name:		Nancy Seklir
		(Director)
Citizenship:		U.S.A.
Principal Occupation:		Retired
Business Address:		c/o Robotti & Company, Incorporated 125 Park Avenue, Suite 1607, New York, New York 10017

Name:		Kenneth R. Wasiak
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Retired
Business Address:		104 Gloucester Road, Massapequa, New York 11758

Name:		Suzanne Robotti
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Founder, Medshadow Foundation
Business Address:		125 Park Avenue, Suite 1607, New York, New York 10017

Name:		Erwin Mevorah
		(Vice President, Secretary)
Citizenship		U.S.A.
Principal Occupation:		Vice President and Secretary, Robotti & Company, Incorporated
Business Address:		125 Park Avenue, Suite 1607, New York, New York 10017

Suzanne and Robert Robotti Foundation, Inc.

Name:		Robert E. Robotti
		(Director)
Citizenship		U.S.A.
Principal Occupation:		President and Treasurer, Robotti & Company, Incorporated
Business Address:		125 Park Avenue, Suite 1607, New York, New York 10017

Name:		Suzanne Robotti
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Founder, Medshadow Foundation
Business Address:		125 Park Avenue, Suite 1607, New York, New York 10017

Name:		Kenneth R. Wasiak
		(Director)
Citizenship		U.S.A.
Principal Occupation:		Retired
Business Address:		104 Gloucester Road, Massapequa, New York 11758

Schedule 13D
CUSIP No. 88642R109		Page 19 of 22 Pages

Exhibit Index

The following documents are filed herewith and previously filed:

	Exhibit	Page
1.	Joint Filing Agreement dated as of October 27, 2019 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.	Previously Filed

2.	Letter dated October 25, 2019, from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.	Previously Filed

3.	Amended and Restated Joint Filing Agreement dated as of February 4, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.	Previously Filed

4	Amended and Restated Joint Filing Agreement dated as of June 2, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., and Suzanne and Robert Robotti Foundation, Inc.	Previously Filed

5.	Letter dated June 2, 2020 from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.	Previously Filed

6.	The Ravenswood Investment Company, LP’s Notice of Intent to Nominate Directors, dated March 9, 2021, to Tidewater, Inc.	Previously Filed

7.	Amended and Restated Joint Filing Agreement dated as of March 9, 2021 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., Suzanne and Robert Robotti Foundation, Inc., Alice N. Gran and James O’Leary. New Exhibit description	Previously Filed

8.	Cooperation Agreement made and entered into as of May 3, 2021, by and among Tidewater, Inc., a Delaware corporation, on the one hand, and Robotti & Company, Incorporated, a New York corporation, Robotti & Company Advisors, LLC, a New York limited liability company, Robotti Securities, LLC, a New York limited liability company, Ravenswood Management Company, L.L.C., a New York limited liability company, The Ravenswood Investment Company, L.P., a Delaware limited partnership, Ravenswood Investments III, L.P., a New York limited partnership, the Suzanne and Robert Robotti Foundation, Inc., a Delaware non-profit corporation, Suzanne Robotti and Robert E. Robotti, on the other hand.	Previously Filed

9.	Amended and Restated Joint Filing Agreement dated as of May 3, 2021 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., and Suzanne and Robert Robotti Foundation, Inc.	Previously Filed

Schedule 13D
CUSIP No. 88642R109		Page 20 of 22 Pages

10.	Form of Lock-Up Agreement dated August 9, 2022, from each of Robert E. Robotti and Robotti & Company, Incorporated to Morgan Stanley & Co. LLC.	Previously Filed

11.	Form of Lock-Up Agreement dated November 7, 2022, from each of Robert E. Robotti and Robotti & Company, Incorporated to Morgan Stanley & Co. LLC.	21

[Remainder of page left blank intentionally.]

Schedule 13D
CUSIP No. 88642R109		Page 21 of 22 Pages

Exhibit 11

LOCK-UP AGREEMENT

November 7, 2022

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Tidewater Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares (such shares offered in the Public Offering, the “Shares”) of the common stock, $0.001 par value per share, of the Company (the “Common Stock”).

To induce Morgan Stanley to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, the undersigned will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 45 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned.

The foregoing paragraph shall not apply to (a) transactions relating to (1) any Shares acquired in the Public Offering or (2) Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in the Public Offering or such open market transactions, (b) transfers of Common Stock or any security convertible into Common Stock as a bona fide gift, for bona fide estate planning purposes, or by operation of law, (c) if the undersigned is not an individual, distributions of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock up agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, (d) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (e) shares of Common Stock or warrants of the Company held in separately managed accounts of investment advisory clients or discretionary brokerage accounts of brokerage clients for which the undersigned has beneficial ownership (as such term is used in Rule 13d-3 of the Exchange Act),

Schedule 13D
CUSIP No. 88642R109		Page 22 of 22 Pages

provided that any filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Stock, made during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above in this prong (e) and that the undersigned has no control over the reduction in beneficial ownership of such shares of Common Stock or warrants of the Company. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, the undersigned will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Common Stock except in compliance with the foregoing restrictions.

The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this agreement during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a lock-up agreement in substantially the same form as this agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

The undersigned understands that the Company and Morgan Stanley are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned acknowledges and agrees that Morgan Stanley has not provided any recommendation or investment advice nor has Morgan Stanley solicited any action from the undersigned with respect to the Public Offering within the meaning of Regulation Best Interest under the Securities Exchange Act of 1934, as amended, and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although Morgan Stanley may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, Morgan Stanley is not making a recommendation to you to participate in the Public Offering, sell any Shares at the price determined in the Public Offering or enter into this agreement, and nothing set forth in such disclosures or documentation is intended to suggest that Morgan Stanley is making such a recommendation.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and Morgan Stanley.

This agreement shall be governed by and construed in accordance with the laws of the State of New York.

This agreement may be executed by facsimile, PDF or other electronic means, which signatures will be accepted as if they were original execution signatures.

	[Signature Page Follows]

	Very truly yours,

	Signature

	Signatory (please print)

	Address

	Entity Name (if signatory is an entity)

	Title (if signatory is an entity)

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