exv4w3






Exhibit 4.3




SPECIMEN CERTIFICATE FOR NEW GULFMARK OFFSHORE, INC. CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE




	 	 	 
	Certificate No. [                                        ]

	 	Shares [                                        ]









NEW GULFMARK OFFSHORE, INC.




Incorporated Under the Laws of the State of Delaware







Total Authorized Issue

[                    ] Shares Par Value $0.01 Each

Class B Common Stock




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	THIS IS TO CERTIFY THAT

	 	 	[                    ]
	 	 	is	 
	 	 	 	 	 	 	 	 	 
	 	the owner of

	 	 	[                    ]
	 	 	fully paid and	 
	 	 	 	 	 	 	 	 	 
	 	non-assessable share[s] of Class B 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









 









 





[REVERSE OF SPECIMEN CERTIFICATE]



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. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A COPY OF THE CORPORATION’S CERTIFICATE OF INCORPORATION.




     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

	 	—
	 	as tenants in common
	 	UNIF GIFT MIN ACT —
	 	                     Custodian                     
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	 	 	      (Cust)                           (Minor) 
	JT TEN

	 	—
	 	as joint tenants with right of
	 	 	 	under Uniform Gifts to Minors
	 

	 	 	 	survivorship and not as tenants
	 	 	 	Act                                                     
	 

	 	 	 	in common
	 	 	 	(State)

	COM PROP

	 	—
	 	as community property
	 	UNIF TRF MIN ACT —
	 	             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.