Erin Energy (ERINQ) Form 4 Erin Energy / Sakiru Adefemi ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ayoade Sakiru Adefemi (Femi)

(Last) (First) (Middle)

1330 POST OAK BLVD., SUITE 2250

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Erin Energy Corp. [ ERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017

4. If Amendment, Date of 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

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	05/18/2017		A		29,166	A	$0(1)	29,166(2)	D

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 Securities Underlying Derivative Security (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: 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
Incentive Stock Option (Right to Buy)(3)	$1.8							(3)	05/22/2022	Common Stock	133,333		133,333	D

Explanation of Responses:

1. The Price per share is $0. The grant was valued at $1.80 per share.

2. Common stock of Issuer granted to Reporting Person pursuant to Issuer's 2009 Equity Incentive Plan and subject thereto. Grant of restricted stock subject to forfeiture. 100% of the shares become vested and nonforfeitable on the twelve (12)month anniversary of May 18, 2017 (the "Vesting Commencement Date"), subject to recipient's continued service as a member of the Company's Board of Directors and subject to the terms and conditions of a Restricted Stock Purchase Agreement to be entered into by and between the Company and Grantee.

3. Option to purchase common stock of Issuer granted to Reporting Person pursuant to Issuer's 2009 Equity Incentive Plan and subject thereto. The option vests at the rate of one-third of the total shares on May 18, 2018 (44,444), May 18, 2019 (44,444), and May 18, 2020 (44,445).

Remarks:

	Jean-Michele Malek	05/31/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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