Energy XXI Gulf Coast (EGC) Form 3 Energy XXI Gulf Coast / Multi-Strategy,LLC Oaktree-Forrest ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2016

3. Issuer Name and Ticker or Trading Symbol
Energy XXI Gulf Coast, Inc. [ EXXI ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,287,274(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)	D(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	12/30/2016	12/30/2021	Common Stock, par value $0.01 per share	87,702(1)(2)(3)(5)(6)(7)(8)(9)(10)(11)(12)(13)	43.66	D(1)(2)(3)(5)(6)(7)(8)(9)(10)(11)(12)(13)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree-Forrest Multi-Strategy,LLC

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Opportunities Fund IX Delaware, L.P.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Fund GP, LLC

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Value Opportunities Fund Holdings, L.P.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Value Opportunities Fund GP, L.P.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Value Opportunities Fund GP Ltd.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Opportunities Fund IX (Parallel 2), L.P.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Opportunities Fund IX GP, L.P.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Opportunities Fund IX GP LTD.

(Last) (First) (Middle)

333 S. GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed by the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):(i) Oaktree-Forrest Multi-Strategy, LLC, a Delaware limited liability company ("Forrest"); (ii) Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership ("Fund IX Delaware"); (iii) Oaktree Fund GP, LLC, a Delaware limited liability company ("Fund GP"), in its capacity as the general partner of Fund IX Delaware; (iv) Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership ("VOF Holdings"); (v) Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership ("VOF GP"), in its capacity as the general partner of VOF Holdings; (vi) Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company ("VOF GP Ltd."), in its capacity as the general partner of VOF GP; (vii) Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership ("IX Parallel 2");

2. (viii) Oaktree Opportunities Fund IX GP, L.P., a Cayman Islands limited partnership ("Fund IX GP"), in its capacity as the general partner of IX Parallel 2; (ix) Oaktree Opportunities Fund IX GP Ltd., a Cayman Islands exempted company ("Fund IX GP Ltd."), in its capacity as the general partner of Fund IX GP; (x) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), in its capacity as the managing member of Fund GP and as the sole shareholder of each of VOF GP Ltd. and Fund IX GP Ltd.; (xi) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as the general partner of GP I; (xii) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), in its capacity as the general partner of Capital I; (xiii) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings") in its capacity as the managing member of Holdings I;

3. (xiv) Oaktree Capital Management, L.P., a Delaware limited partnership ("Management"), in its capacity as the sole director of each of VOF GP Ltd. and Fund IX GP Ltd. and as the manager of Forrest; (xv) Oaktree Holdings, Inc., a Delaware corporation ("Holdings, Inc."), in its capacity as the general partner of Management; (xvi) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and (xvii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP"), in its capacity as the duly elected manager of OCG.

4. Forrest directly holds 28,860 shares of Common Stock and has the sole power to vote and dispose of such securities.

5. Fund IX Delaware directly holds 2,669,003 shares of Common Stock and 64,995 Warrants and has the sole power to vote and dispose of such securities. Fund GP, in its capacity as the general partner of Fund IX Delaware, has the ability to direct the management of Fund IX Delaware's businesses, including the power to vote and dispose of securities held by Fund IX Delaware; therefore, Fund GP may be deemed to beneficially own the securities of the Issuer held by Fund IX Delaware. IX Parallel 2 directly holds 24,488 shares of Common Stock and 594 Warrants and has the sole power to vote and dispose of such securities. Fund IX GP, in its capacity as the general partner of IX Parallel 2, has the ability to direct the management of IX Parallel 2's business, including the power to vote and dispose of securities held by IX Parallel 2; therefore, Fund IX GP may be deemed to beneficially own the securities of the Issuer held by IX Parallel 2.

6. Fund IX GP Ltd., in its capacity as the general partner of Fund IX GP, has the ability to direct the management of Fund IX GP's business, including the power to direct the decisions of Fund IX GP regarding the vote and disposition of securities held by Fund IX GP; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by IX Parallel 2. VOF Holdings directly holds 564,923 shares of Common Stock and 22,113 Warrants and has the sole power to vote and dispose of such securities. VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings' business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the securities of the Issuer held by VOF Holdings.

7. VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP's business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by VOF Holdings. GP I, in its capacity as the sole shareholder of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of Fund IX GP Ltd. and VOF GP Ltd. As such, GP I has the power to direct the decisions of each of Fund IX GP Ltd. and VOF GP Ltd. regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings.

8. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP's business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Fund IX Delaware. Therefore, GP I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I's business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Capital I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware.

9. Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I's business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I's business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware.

10. Management, in its capacity as the sole director of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to direct the management of IX Parallel 2 and VOF Holdings, including the power to direct the decisions of IX Parallel 2 and VOF Holdings regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings. Additionally, Management, in its capacity as the manager of Forrest, has the ability to direct the management of Forrest's business, including the power to direct the decisions of Forrest regarding the vote and disposition of securities held by Forrest.

11. Therefore, Management may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest. Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management's business, including the power to vote and dispose of securities held by each of IX Parallel 2, VOF Holdings and Forrest; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest. OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by IX Parallel 2, VOF Holdings and Forrest.

12. Additionally, OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings' business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Therefore, OCG may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware. OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware.

13. Each Reporting Person disclaims beneficial ownership of all equity securities and derivative securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities or derivative securities covered by this Form 3.

Remarks:

This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by Oaktree Capital Group Holdings GP, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree Opportunities Fund IX Delaware, L.P., Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Value Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP Ltd., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Opportunities Fund IX GP, L.P. and Oaktree Opportunities Fund IX GP Ltd. An accompanying filing is being filed on the date hereof by Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc. and Oaktree Capital Group, LLC. All filings relate to the same holdings described above.

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE-FORREST MULTI-STRATEGY, LLC By: Oaktree Capital Management, L.P. Its: Manager By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P. By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Jordan Mikes Title: Authorized Signatory	03/03/2017
	OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Jordan Mikes Title: Authorized Signatory	03/03/2017
	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P. By: Oaktree Capital Management, L.P. Its: Indirect Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P. By: Oaktree Value Opportunities Fund GP Ltd. Its: General Partner By: Oaktree Capital Management, L.P. Its: Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE VALUE OPPORTUNITIES FUND GP LTD. By: Oaktree Capital Management, L.P. Its: Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P. By: Oaktree Capital Management, L.P. Its: Indirect Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE OPPORTUNITIES FUND IX GP, L.P. By: Oaktree Opportunities Fund IX GP Ltd. Its: General Partner By: Oaktree Capital Management, L.P. Its: Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	OAKTREE OPPORTUNITIES FUND IX GP LTD. By: Oaktree Capital Management, L.P. Its: Director By: /s/ Jordan Mikes Title: Vice President	03/03/2017
	** Signature of Reporting Person	Date
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