| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Erin Energy Corp. [ ERN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/15/2017 | A | 35,897(1) | A | $3.9(2) | 891,922 | D | |||
| Common Stock | 02/15/2017 | F | 13,407 | D | $3.9 | 878,515(3) | D | |||
| Common Stock | 02/17/2017 | F | 19,377 | D | $3.8 | 859,138(4) | D | |||
| Common Stock | 02/17/2017 | F | 19,140 | D | $3.8 | 839,998(5) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Common stock of Issuer granted to Reporting Person on February 15, 2017 pursuant to Issuer's Amended 2009 Equity Incentive Plan in lieu of Reporting Person's 2016 annual incentive for payout in 2017. 100% of the shares become vested and nonforfeitable on the date of Grant and are subject to the terms and conditions of the Restricted Shares Grant Agreement. |
| 2. The price per share is $0. The grant was valued at $3.90 per share. |
| 3. Reporting person received 22,490 shares of the Issuer's Common Stock upon net share settlement in connection with the immediate vesting of 35,897 shares of common stock on February 15, 2017, with the remaining 13,407 shares being retained by the Issuer to pay the tax withholding requirements arising from the net share settlement of the restricted stock grant. |
| 4. Reporting person received 28,091 shares of the Issuer's Common Stock upon net share settlement in connection with the February 17, 2017 vesting of 47,468 shares of common stock granted to Reporting Person on February 17, 2015, with the remaining 19,377 shares being retained by the Issuer to pay the tax withholding requirements arising from the net share settlement of the restricted stock grant. |
| 5. Reporting person received 32,230 shares of the Issuer's Common Stock upon net share settlement in connection with the February 17, 2017 vesting of 51,370 shares of common stock granted to Reporting Person on February 17, 2016, with the remaining 19,140 shares being retained by the Issuer to pay the tax withholding requirements arising from the net share settlement of the restricted stock grant. |
| Remarks: |
| /s/ Jean-Michel Malek, Attorney-In-Fact | 03/01/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
