exv4w2






Exhibit 4.2




			
	 	 	 
	Certificate No. [                    ]
	 	Shares [                    ]






U.S. CITIZEN

STOCK CERTIFICATE




(See the reverse side of the certificate for certain important

limitations on, and procedures for, the transfer and ownership

of the shares of Class A Common Stock represented hereby.)



GULFMARK OFFSHORE, INC.

Incorporated Under the Laws of the State of Delaware



Total Authorized Issue

60,000,000 Shares Par Value $0.01 Each

Class A Common Stock


THIS IS TO CERTIFY THAT [                    ] is the owner of [                    ] fully paid and
non-assessable share[s] of Class A Common Stock of the above Corporation
transferable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed.




WITNESS, the signatures of its duly authorized officers.




DATED: [                    ]




	 	 	 
	 

[                        
      ]

PRESIDENT

	 	 

[                    
          ]

SECRETARY











 









 







THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF
ANY CLASS AND THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. PURSUANT TO THE TERMS AND PROVISIONS OF ARTICLE IX OF THE CORPORATION’S
CERTIFICATE OF INCORPORATION, AS SUCH MAY BE AMENDED FROM TIME TO TIME, THE CITIZENSHIP STATUS OF
THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO VERIFICATION BY THE BOARD OF DIRECTORS OF THE
CORPORATION, THE AMOUNT OF SHARES OF THE CORPORATION’S CLASS A COMMON STOCK THAT MAY BE OWNED (AS
DEFINED IN THE CORPORATION’S CERTIFICATE OF INCORPORATION) BY ONE OR MORE NON-U.S. CITIZENS (AS
DEFINED IN THE CORPORATION’S CERTIFICATE OF INCORPORATION) IS RESTRICTED, TRANSFERS OF SHARES OF
THE CORPORATION’S CLASS A COMMON STOCK TO NON-U.S. CITIZENS ARE RESTRICTED, AND THE SHARES OF CLASS
A COMMON STOCK REPRESENTED HEREBY OWNED BY NON-U.S. CITIZENS ARE SUBJECT TO MANDATORY SALE OR
REDEMPTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY
OF THE CORPORATION’S CERTIFICATE OF INCORPORATION.




APPLICATION TO TRANSFER SHARES



The undersigned (the “Transferor”) hereby applies to transfer to the name of the Transferee (as
defined below) the number of shares of the Corporation’s Class A Common Stock indicated below and
hereby certifies to the Corporation that (please complete (a) or (b) and (c) and/or (d) as
applicable):





	o	(a) 	The Transferor is a U.S. CITIZEN (as defined in the Corporation’s Certificate of Incorporation).
	 
	o	(b) 	The Transferor is a NON-U.S. CITIZEN (as defined in the Corporation’s Certificate of Incorporation).
	 
	o	(c) 	The Transferor will hold           
shares for one or more Owners (as defined in the Corporation’s Certificate of Incorporation) who are U.S. CITIZENS.
	 
	o	(d) 	The Transferor will hold           
shares for one or more Owners who are NON-U.S. CITIZENS.




I, as Transferor, certify that, to the best of my knowledge and belief, this Application is correct
and, if applicable, I have authority to sign this Application to on behalf of the entity that is
the Transferor.




	 	 	 	 	 
	 


	 	 

	 	 

	Printed Name (add entity name if applicable)

	 	Title (if applicable)
	 	Signature & Date





The undersigned (the “Transferee”) hereby applies to receive in the name of the Transferee the
number of shares of the Corporation’s Class A Common Stock indicated below and hereby certifies to
the Corporation that (please complete (a) or (b) and (c) and/or (d) as applicable):





	o	(a)  	The Transferee is a U.S. CITIZEN.
	 
	o	(b)  	The Transferee is a NON-U.S. CITIZEN.
	 
	o	(c)  	The Transferee will hold           
shares for one or more Owners who are U.S. CITIZENS.
	 
	o	(d)  	The Transferee will hold           
shares for one or more Owners who are NON-U.S. CITIZENS.




I, as Transferee, certify that, to the best of my knowledge and belief, this Application is correct
and, if applicable, I have authority to sign this Application to on behalf of the entity that is
the Transferee.




	 	 	 	 	 
	 


	 	 

	 	 

	Printed Name (add entity name if applicable)

	 	Title (if applicable)
	 	Signature & Date






     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM 

TEN ENT 

JT TEN 



COM PROP

	 	—

—

—



—
	 	as tenants in common 

as tenants by the entireties 

as joint tenants with right of 

survivorship and not as tenants 

in common 

as community property
	 	 
	 	UNIF GIFT MIN ACT —





UNIF TRF MIN ACT —
	   	          
           Custodian        
            

     (Cust)                  
         (Minor) 

under Uniform Gifts to Minors 

Act              
                      
                

                  
                   (State)

                    
 Custodian (until age           )

      (Cust)

                     under Uniform
Transfers

     (Minor) 

to Minors Act                    
                     

                          
              (State)






Additional abbreviations may also be used though not in the above list.




     FOR VALUE RECEIVED,                                                              hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

      IDENTIFYING NUMBER OF ASSIGNEE






 








 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



SHARES


 


of the capital stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint


 Attorney


 


to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.




Dated  





	 	 	 	 	 
	 	 	 
	 	X 	
 	 
	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST 
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. 	 
	 



	 	 	 	 	 
	Signature(s) Guaranteed

 	 
	By  	 	 
	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE 
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.