Form SCHEDULE 13D - General Statement of Acquisition of Beneficial Ownership
December 20 2024 - 8:57PM
Edgar (US Regulatory)
Exhibit 1
SCHEDULE 13D
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CUSIP No. 88642R109
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The following table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof.
Robotti & Company
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Name:
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Robert E. Robotti
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(Director, President, Treasurer)
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Citizenship
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U.S.A.
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Principal Occupation:
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President and Treasurer, Robotti & Company, Incorporated
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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Name:
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Nancy Seklir
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(Director)
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Citizenship:
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U.S.A.
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Principal Occupation:
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Retired
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Business Address:
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c/o Robotti & Company, Incorporated
125 Park Avenue, Suite 1607, New York, New York 10017
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Name:
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Kenneth R. Wasiak
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(Director)
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Citizenship
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U.S.A.
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Principal Occupation:
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Retired
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Business Address:
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104 Gloucester Road, Massapequa, New York 11758
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Name:
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Suzanne Robotti
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(Director)
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Citizenship
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U.S.A.
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Principal Occupation:
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Founder, Medshadow Foundation
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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Name:
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Erwin Mevorah
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(Vice President, Secretary)
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Citizenship
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U.S.A.
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Principal Occupation:
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Vice President and Secretary, Robotti & Company, Incorporated
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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Suzanne and Robert Robotti Foundation, Inc.
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Name:
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Robert E. Robotti
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(Director)
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Citizenship
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U.S.A.
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Principal Occupation:
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President and Treasurer, Robotti & Company, Incorporated
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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Name:
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Suzanne Robotti
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(Director)
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Citizenship
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U.S.A.
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Principal Occupation:
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Founder, Medshadow Foundation
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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Name:
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Dan Vitetta
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(Director)
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Citizenship
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U.S.A.
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Principal Occupation:
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Sales Representative, Byrna Technologies, Inc.
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Business Address:
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125 Park Avenue, Suite 1607, New York, New York 10017
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SCHEDULE 13D
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CUSIP No. 88642R109
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Page 1 of 2 Pages
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Item 5. |
Interest in Securities of the Issuer
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(a)-(b) As of December 20, 2024, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of
the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
Reporting Person
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Aggregate Number of Shares
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Numer of Shares: Sole Power to Vote or Dispose
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Number of Shares: Shared Power to Vote or Dispose
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Approximate Percentage*
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Robotti (1)(2)(3)(4)(6)(7)(8)
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2,599,480
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148,431
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2,451,049
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4.97
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%
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ROBT (1)(3)(4)(6)(7)
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2,448,049
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0
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2,448,049
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4.68
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%
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Robotti Advisors (1)(3)(6)(7)
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2,445,224
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0
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2,445,224
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4.67
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%
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Robotti Securities (1)(4)
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2,825
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0
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2,825
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**
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Suzanne Robotti (1)(5)(8)
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36,500
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33,500
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3,000
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**
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RMC (1)(6)(7)
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1,881,874
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0
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1,881,874
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3.60
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%
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RIC (1)(6)
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1,143,117
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0
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1,143,117
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2.18
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%
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RI (1)(7)
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738,757
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0
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738,757
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1.41
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%
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Robotti Foundation (1)(8)
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3,000
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0
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3,000
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**
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* Based on the aggregate of 52,322,996 shares of Common Stock, $0.001 Par Value per share, outstanding as of October 31, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission (the "Commission") on November 7, 2024.
** Less than 1%
(1)
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Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein, if any.
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(2)
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Mr. Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 148,431 shares of Common Stock directly beneficially held by him personally.
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(3)
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Each of Mr. Robotti and ROBT share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of 563,350 shares of Common Stock directly beneficially owned by the advisory clients of Robotti
Advisors.
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(4)
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Each of Mr. Robotti and ROBT share with Robotti Securities the power to dispose or direct the disposition, and to vote or direct the vote, of 2,825 shares of Common Stock directly beneficially owned by Robotti Securities.
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SCHEDULE 13D
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CUSIP No. 88642R109
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Page 2 of 2 Pages
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(5) |
Ms. Suzanne Robotti has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 33,500 shares of Common Stock directly beneficially owned by her.
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(6) |
Mr. Robotti, ROBT, Robotti Advisors and RMC share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, 1,143,117 shares of Common Stock directly beneficially owned by RIC.
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(7) |
Mr. Robotti, ROBT, Robotti Advisors and RMC share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of 738,757 shares of Common Stock directly beneficially owned by RI.
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(8) |
Each of Mr. and Ms. Robotti shares with Robotti Foundation the power to dispose or direct the disposition, and to vote and direct the vote, of 3,000 shares of Common Stock directly beneficially owned by Robotti Foundation.
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(c) The table below lists all the transactions in the Issuer's Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were made in the open market and do not reflect
commissions or other expenses.
Transactions in Shares
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Party
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Date of Purchase/ Sale
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Number of Shares of the Common Stock
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Buy/ Sell
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Weighted Average Price
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Price Range*
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Robotti Advisor's Advisory Client
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12/12/2024
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4,210
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BUY
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$
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48.72
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$
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48.65-$48.78
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Robert Robotti
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12/13/2024
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16,000
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BUY
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$
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47.58
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$
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47.42-$47.87
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Robert Robotti
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12/13/2024
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1,147
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BUY
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$
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47.70
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$
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47.42-$47.87
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Robert Robot
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12/16/2024
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4,000
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BUY
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$
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47.47
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$
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47.43-$47.53
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Robotti Advisor's Advisory Client
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12/17/2024
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1,830
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BUY
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$
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48.15
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$
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48.10-$48.23
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Robotti Advisor's Advisory Client
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12/17/2024
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235
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BUY
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$
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49.11
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$
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49.08-$49.30
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Robotti Advisor's Advisory Client
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12/17/2024
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2
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BUY
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$
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52.48
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$
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52.48
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(d) Robotti Advisors' advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned
by them. Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock beneficially owned by the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer's Common Stock.
* The Reporting Persons undertake to provide upon request by the Commission staff full information regarding the number of shares purchased at each separate price.
Exhibit 3
The undersigned parties hereby agree to the joint filing of the Statement on Schedule 13D filed herewith, and any amendments hereto, relating to shares of Common Stock, $0.001 par value per share of Tidewater, Inc.
with the Securities and Exchange Commission pursuant to Rule 13d-1(k).
Date:
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December 20, 2024
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/s/ Robert E. Robotti
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/s/ Suzanne Robotti
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Robert E. Robotti
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Suzanne Robotti
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Robotti & Company, Incorporated
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Suzanne and Robert Robotti Foundation, Inc.
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By:
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/s/ Robert E. Robotti
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By:
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/s/ Robert E. Robotti
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Name: Robert E. Robotti
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Name: Robert E. Robotti
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Title: President and Treasurer
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Title: Director
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Robotti & Company Advisors, LLC
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Robotti Securities, LLC
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By:
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/s/ Robert E. Robotti
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By:
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/s/ Robert E. Robotti
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Name: Robert E. Robotti
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Name: Robert E. Robotti
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Title: President and Treasurer
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Title: President and Treasurer
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Ravenswood Management Company, LLC
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By:
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/s/ Robert E. Robotti
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Name: Robert E. Robotti
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Title: Managing Director
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The Ravenswood Investment Company L.P.
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Ravenswood Investments III, L.P.
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By:
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Ravenswood Management Company, LLC, General Partner
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By:
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Ravenswood Management Company, LLC,
General Partner
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By:
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/s/ Robert E. Robotti
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By:
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/s/ Robert E. Robotti
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Name: Robert E. Robotti
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Name: Robert E. Robotti
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Title: Managing Director
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Title: Managing Director
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