SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
|
Helix
Energy Solutions Group, Inc.
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(Name
of Issuer)
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|
Common
Stock, no par value
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|
(Title
of Class of Securities)
|
|
42330P107
|
|
(CUSIP
Number)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
S Rule
13d-1(b)
£ Rule
13d-1(c)
£ Rule
13d-1(d)
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).
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CUSIP
No. 42330P107
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13G
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Page
2
of 8
Pages
|
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1.
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NAMES
OF REPORTING PERSONS.
Fletcher
Asset Management, Inc.
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|||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) □
(b) □
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||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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7,116,120
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6.
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SHARED
VOTING POWER
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0
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7.
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SOLE
DISPOSITIVE POWER
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7,116,120
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||
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8.
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SHARED
DISPOSITIVE POWER
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0
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,116,120
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||
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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□
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.2%
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12.
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TYPE
OF REPORTING PERSON
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IA
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CUSIP
No. 42330P107
|
13G
|
Page
3
of 8
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS.
Fletcher
International, Ltd.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
||
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3.
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SEC
USE ONLY
|
|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Bermuda
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
|
0
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
||
|
7.
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SOLE
DISPOSITIVE POWER
|
0
|
||
|
8.
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SHARED
DISPOSITIVE POWER
|
0
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,116,120
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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□
|
||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.2%
|
||
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12.
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TYPE
OF REPORTING PERSON
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CO
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||
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CUSIP
No. 42330P107
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13G/A
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Page
4
of 8
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS.
Alphonse
Fletcher, Jr.
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|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) □
(b) □
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||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
|
||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
|
0
|
|
|
6.
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SHARED
VOTING POWER
|
0
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
||
|
8.
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SHARED
DISPOSITIVE POWER
|
0
|
||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,116,120
|
||
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10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
□
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.2%
|
||
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12.
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TYPE
OF REPORTING PERSON
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HC
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Item
1(a).
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Name of
Issuer:
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Helix
Energy Solutions Group, Inc.
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Item
1(b).
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Address of Issuer's
Principal Executive Offices:
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400
N. Sam Houston Parkway E.
Suite
400
Houston,
Texas 77060
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Item
2(a).
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Names of Persons
Filing:
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Fletcher
Asset Management, Inc. ("FAM"), Fletcher International, Ltd. ("FIL") and
Alphonse Fletcher, Jr.
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Item
2(b).
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Address of Principal
Business Office or, if none, Residence:
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c/o
Fletcher Asset Management, Inc.
48
Wall Street
5th
Floor
New
York, New York 10005
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Item
2(c).
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Citizenship:
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FAM
is a corporation organized under the laws of the State of
Delaware. FIL is a company domiciled in
Bermuda. Alphonse Fletcher, Jr. is a citizen of the United
States.
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Item
2(d).
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Title of Class of
Securities:
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Common
Stock, no par value
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Item
2(e).
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CUSIP
Number:
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42330P107
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Item
3.
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If this statement is
filed pursuant to §§ 240.13d-1(b) or Rule 13d-2(b) or (c), check whether
the person filing is a:
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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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[X]
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An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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5
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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[ ]
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with §
240.13d-1(b)(1)(ii)(K).
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If
this statement is filed pursuant to Rule 13d-1(c), check this box
[ ].
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Item
4.
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Ownership.
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(a)
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Amount Beneficially
Owned:
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7,116,120
shares
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(b)
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Percent of
Class:
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7.2%
(based on 98,965,811 shares of Common Stock, no par value (the "Common
Stock"), of Helix Energy Solutions Group, Inc. (the "Company") consisting
of (i) 91,849,691 shares publicly reported by the Company to be
outstanding as of October 29, 2008, and (ii) 7,116,120 shares of Common
Stock underlying the Convertible Securities (as defined below)
beneficially owned by FAM, FIL and Mr. Fletcher issuable within 60 days as
of December 31, 2008).
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(c)
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Number of shares as to
which FAM has:
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(i)
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Sole power to vote or
to direct the vote:
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7,116,120
shares
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(ii)
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Shared power to vote
or to direct the vote:
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0
shares
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(iii)
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Sole power to dispose
or to direct the disposition of:
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7,116,120
shares
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(iv)
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Shared power to
dispose or to direct the disposition of:
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0
shares
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6
The
7,116,120 shares of Common Stock reported to be beneficially owned consist of
7,116,120 shares of Common Stock issuable upon the conversion or exercise by FIL
of certain convertible securities (the "Convertible Securities") issued pursuant
to an Agreement, dated January 17, 2003 (the "Agreement"), by and between the
Company (formerly Cal Dive International, Inc.) and FIL. The
beneficial ownership reported reflects the shares of Common Stock underlying the
Convertible Securities issuable within 60 days as of December 31, 2008.
The
holdings do not reflect additional shares of Common Stock issuable upon
conversion or exercise of the Convertible Securities commencing sixty-five (65)
days after FIL provides one or more notices to the
Company.
The
shares of Common Stock of the Company reported to be beneficially owned consist
of shares of Common Stock and Common Stock underlying the Convertible Securities
held in one or more accounts managed by FAM (the "Accounts"), for
FIL. FAM has sole power to vote and sole power to dispose of all
shares of Common Stock and Common Stock underlying the Convertible Securities in
the Accounts. By virtue of Mr. Fletcher's position as Chairman and
Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct
the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to
be the beneficial owner of such Common Stock.
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Item
5.
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Ownership of Five
Percent or Less of a Class.
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Not
Applicable
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Item
6.
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Ownership of More Than
Five Percent on Behalf of Another Person.
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This
Schedule 13G is filed by FAM, which is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, as amended, with
respect to the shares of Common Stock issued to FIL under the Agreement
and assuming issuance of Common Stock underlying the Convertible
Securities held at December 31, 2008 in the Accounts managed by
FAM. By reason of the provisions of Rule 13d-3 under the Act,
FAM, FIL and Mr. Fletcher may each be deemed to beneficially own the
shares of Common Stock and Common Stock underlying the Convertible
Securities held in the Accounts. The Accounts have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such shares purchased for its
account.
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Item
7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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This
Schedule 13G is filed by FAM, FIL and Mr. Fletcher.
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Item
8.
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Identification and
Classification of Members of the Group.
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Not
Applicable
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Item
9.
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Notice of Dissolution
of Group.
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Not
Applicable
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Item
10.
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Certifications.
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By
signing below Fletcher Asset Management, Inc., Fletcher International,
Ltd. and Alphonse Fletcher, Jr. certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having
that purpose or
effect.
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7
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February
13, 2009
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Fletcher
Asset Management, Inc.
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By:
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/s/ Peter Zayfert | ||
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Name:
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Peter
Zayfert
|
||
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Title:
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Authorized
Signatory
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Fletcher
International, Ltd. by its duly authorized investment advisor, Fletcher
Asset Management, Inc.
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|||
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By:
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/s/ Peter Zayfert | ||
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Name:
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Peter
Zayfert
|
||
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Title:
|
Authorized
Signatory
|
||
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Alphonse
Fletcher, Jr., in his individual capacity
|
|||
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By:
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/s/ Denis J. Kiely | ||
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Name:
|
Denis
J. Kiely for Alphonse Fletcher, Jr.
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*By
Power of Attorney, dated February 14, 2001, attached as Exhibit A
hereto
|
|||
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|
8
Exhibit
A
Power
of Attorney
KNOW
ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes
all prior Power of Attorney and appoints Denis J. Kiely to act severally as
attorney-in-fact for the undersigned solely for the purpose of executing reports
required under Sections 13 and 16 of the Securities Exchange Act of 1934, as
amended, and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission thereby
ratifying and confirming all that said attorney-in-fact may do or cause to be
done by virtue hereof.
Signed: /s/ Alphonse Fletcher
Jr.
Alphonse Fletcher Jr.
Dated: February
14, 2001