exv4w1



 





Exhibit 4.1




			
	COMMON STOCK
	 	COMMON STOCK
	PAR VALUE $0.01	 	 
	 
	 	SHARES
	CERTIFICATE NUMBER	 	 
	SOI	 	 






[SUPERIOR OFFSHORE INTERNATIONAL, INC. LOGO]




SUPERIOR OFFSHORE INTERNATIONAL, INC.




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP 86825Q 10 4




SEE REVERSE FOR




CERTAIN DEFINITIONS




This Certifies that




is the owner of




FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF



Superior Offshore International, Inc. (hereinafter called the “Company”), transferable on the books
of the Company in person or by duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation, as amended, the By-Laws, as
amended, of the Company (copies of which are on file with the Company and with the Transfer Agent),
to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.




Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.




	 	 	 	 	 	 	 	 	 
	/s/ James J. Mermis	 	 	 	DATED
	 
	 	 	 	 	 	 	 	 
	President and Chief Executive Officer	 	 	 	COUNTERSIGNED AND REGISTERED:
	 	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	[Superior Offshore International, Inc Seal]	 	TRANSFER AGENT AND REGISTRAR,
	/s/ R. Joshua Koch, Jr.
	 	 	 	 	 	 	 	 
	 

	 	 	 	  By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Secretary

	 	 	 	 	 	AUTHORIZED SIGNATURE	 	 






SECURITY INSTRUCTIONS ON REVERSE







 









 









SUPERIOR OFFSHORE INTERNATIONAL, INC.




     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 Act          
                              
	 

	 	survivorship and not as tenants
	 	 	 	 	 	(State)
	 

	 	in common	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	UNIF TRF MIN ACT—	 	        
                    Custodian (until age___)                
            
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Cust.)
	 	(Minor)
	 	 	 	 	 	 	under Uniform Transfers to Minors Act                                    
	 

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










     THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR
EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND
THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE
SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF
A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO
INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM
ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.



     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 POSTAL ZIP CODE, OF ASSIGNEE)



 



 



 




Shares of the common 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:                                        20                            
            




	 	 	 	 	 
	Signature:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 	 	 
	 

	 	Notice:
	 	The signature to this assignment must correspond
with the name as written upon the face of the certificate,
in every particular, without alteration or enlargement,
or any change whatever.














Signature(s) Guaranteed: Medallion Guarantee Stamp



THE SIGNATURE(S) SHOULD 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.




      











SECURITY INSTRUCTIONS