06/01/2025 - Helix Energy Solutions Group Inc.: Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KRATZ OWEN E 2. Issuer Name and Ticker or Trading Symbol HELIX ENERGY SOLUTIONS GROUP INC [HLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT & CEO (Last) (First) (Middle) 3505 WEST SAM HOUSTON PKWY NORTH, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2025 (Street) HOUSTON, TX 77043 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/03/2025 M 81,301 A (1) 7,253,161(2) D Common Stock 01/03/2025 D 81,301(3) D $9.68 7,171,860(2) D Common Stock 01/04/2025 M 192,308 A (4) 7,364,168(2) D Common Stock 01/04/2025 D 192,308(5) D $9.52 7,171,860(2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(1)

01/03/2025

M

81,301

(1)

(6)

Common Stock

81,301

$ 0

81,301

D

Restricted Stock Units

(4)

01/04/2025

M

192,308

(4)

(7)

Common Stock

192,308

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
KRATZ OWEN E 3505 WEST SAM HOUSTON PKWY NORTH SUITE 400 HOUSTON, TX 77043	X		PRESIDENT & CEO

Signatures

/s/ Ken Neikirk by power of attorney	01/06/2025
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each Restricted Stock Unit ("2023 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2023 RSUs on January 3, 2024. Forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 3, 2025 and the remaining one-third of the grant will lapse on January 3, 2026.
(2)	Mr. Kratz disclaims beneficial ownership of 1,000,000 shares included in this amount, which shares are held by Joss Investments Limited Partnership, an entity in which he is a general partner.
(3)	The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2023 RSUs for which forfeiture restrictions lapsed.
(4)	Each Restricted Stock Unit ("2022 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2022 RSUs on January 4, 2023, forfeiture restrictions lapsed with respect to an additional one-third of the grant on January 4, 2024 and the remaining one-third of the grant lapsed on January 4, 2025.
(5)	The Compensation Committee elected to pay in cash the value of the 2022 RSUs for which forfeiture restrictions lapsed.
(6)	Upon lapse of the forfeiture restrictions of the 2023 RSUs.
(7)	Upon lapse of the forfeiture restrictions of the 2022 RSUs.

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Helix Energy Solutions Group Inc. published this content on January 06, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 06, 2025 at 21:26:16.516.