Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
EDWARDS JOHNNY
  2. Issuer Name and Ticker or Trading Symbol
HELIX ENERGY SOLUTIONS GROUP INC [HLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Oil & Gas
(Last)
(First)
(Middle)
400 NORTH SAM HOUSTON PARKWAY EAST, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2013
(Street)

HOUSTON, TX 77060
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/08/2013   M   32,346 (1) A $ 0 72,423 (2) D  
Common Stock 03/08/2013   F   13,640 (3) D $ 0 58,783 D  
Common Stock 03/08/2013   F   10,366 (4) D $ 0 48,417 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Unit $ 0 03/08/2013   M     32,346 03/08/2013   (5) Common Stock 32,346 $ 0 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDWARDS JOHNNY
400 NORTH SAM HOUSTON PARKWAY EAST
SUITE 400
HOUSTON, TX 77060
      EVP - Oil & Gas  

Signatures

 /s/Margaret C. Fitzgerald by Power of Attorney   03/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Performance share units granted on January 12, 2012, pursuant to the Company's 2005 Long Term Incentive Plan (as amended and Restated May 9, 2012). Per the terms of Mr. Edwards employment agreement and based upon the performance of the Company relative to its peers, the awards vested and were delivered to Mr. Edwards upon a change in control of Energy Resource Technology GOM, Inc., a former wholly-owned subsidiary of the Company, and Mr. Edwards' termination from the Company.
(2) Includes 871 shares of common stock acquired under the Company's Employee Stock Purchase Plan.
(3) These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Edwards' performance share unit.
(4) These shares were forfeited to satisfy tax obligations related to the vesting of Mr. Edwards' vesting of 29,756 shares of common stock resulting from Mr. Edwards' termination.
(5) Upon vesting of the performance share unit (if any, depending on the Company's performance relative to its peers).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.