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SEACOR Marine Holdings Inc.
SMHI
Initial Filing
Ownership

5.10%

Total Shares

1,424,425

Issuer CIK

1690334

CUSIP

78413P101

Event Date

Jan 9, 2025

Accepted

Jan 17, 2025, 04:32 PM

SEC EDGARView Original Filing
Reporting Persons (4)
NameType% of ClassAggregateSole VotingShared Voting
John M. Gellert
Individual
5.10%1,424,4251,193,601230,824
JMG Assets, LLC
Other
0.40%109,1090109,109
JMG GST LLC
Other
0.30%95,158095,158
Michael E. Gellert 2011 Family Trust
Other
0.10%26,557026,557
Disclosure Items (7)

Security Title

Common Stock, par value $0.01 per share

Issuer Name

SEACOR Marine Holdings Inc.

Issuer Address

12121 WICKCHESTER LANE, HOUSTON, TX, 77079

Filing Persons

(a) This statement is being filed jointly by JMG Assets, LLC, JMG GST LLC, Michael E. Gellert 2011 Family Trust and John M. Gellert (collectively, the "Reporting Persons")

Business Address

(b) The business address of each of John M. Gellert, JMG Assets, LLC and JMG GST LLC is: c/o United Continental Corp., 420 Lexington Ave., Suite 805, New York, NY 10170. The business address of the Michael E. Gellert 2011 Family Trust is c/o IJ Trust Company, LLC, trustee, 212 South Main Avenue, Suite 211, Sioux Falls, SD 57104.

Principal Occupation

(c) Mr. Gellert, a natural person, is the President and Chief Executive Officer of the Issuer, as well as the manager and beneficiary of JMG Assets, LLC, the manager of JMG GST LLC and the co-investment director and a beneficiary of the Michael E. Gellert 2011 Family Trust. JMG Assets, LLC is a limited liability company organized under the laws of Delaware. JMG Assets, LLC is a private investment entity that seeks appreciation of its assets for the benefit of its owners. JMG GST LLC is a limited liability company organized under the laws of Delaware. JMG GST LLC is a private investment entity that seeks appreciation of its assets for the benefit of its owners. The Michael E. Gellert 2011 Family Trust is a South Dakota irrevocable trust Mr. Gellert is co-investment director with his sister, Catherine Gellert, and a beneficiary thereof.

Convictions

(e) During the last five years, no Reporting Person has been 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.

Citizenship

(f) Mr. Gellert is a citizen of the United States.

N/A

The securities were acquired in connection with the anticipated vesting of 58,905 performance restricted stock units ("PRSUs") on March 11, 2025. The acquisition of shares of Common Stock resulting from the vesting of the PRSUs, caused Mr. Gellert to exceed 5% beneficial ownership in the Issuer. On March 11, 2022, Mr. Gellert was granted 58,905 PRSUs consisting of five equal tranches, each of which would be earned if and when the closing price of one share of Common Stock equals or exceeds the specified stock price performance goal for such tranche for 60 consecutive trading days during the three year performance period beginning on the grant date, provided that any earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. The service-based vesting requirements and each of the specified stock price performance goals are anticipated to be satisfied during the performance period ending March 11, 2025 and the shares of Common Stock are expected to be issued at such date. From time to time, subject to restrictions that may be applicable by virtue of his role as President and Chief Executive Officer of the Company, Mr. Gellert may acquire additional shares of the Company's Common Stock or determine to dispose of shares of Common Stock beneficially owned by him, including by a Rule 10b5-1 trading arrangement as may be disclosed from time to time in the Issuer's periodic filings. Other than as described above, Mr. Gellert has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Percentage of Class

See Item 11 of each of the cover pages. See Item 13 of each of the cover pages.

Number of Shares

(1) Sole power to vote or direct the vote: See Item 7 of each of the cover pages. (2) Shared power to vote or direct the vote: See Item 8 of each of the cover pages. (3) Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages. (4) Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.

Transactions

(c) During the past 60 days, except as described in Item 3, the Reporting Persons have not engaged in any transaction with respect to shares of Common Stock.

Shareholders

(d) No person other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons and described in this Item 5.

Date of 5% Ownership

(e) Not applicable.

With respect to any arrangements between Mr. Gellert and the Issuer regarding any securities of the Issuer including PRSUs, stock options and restricted stock units, please refer to the Issuer's 2024 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 18, 2024. No other arrangements, understandings or relationships exist between the Reporting Persons and the Issuer with respect to the Issuers securities.

Exhibit Number Description of Exhibits 1 Joint Filing Agreement, dated January 16, 2025, by and among the Reporting Person 2 Power of Attorney for JMG Assets, LLC 3 Power of Attorney for JMG GST LLC 4 Power of Attorney for the Michael E. Gellert Family Trust 5 Power of Attorney for John M. Gellert

SEACOR Marine Holdings Inc. — Schedule 13D | 13D Filings