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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Energy XXI Gulf Coast, Inc. [ EXXI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/12/2018 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Restricted Stock Units(1) | (2) | 02/12/2018 | A | 93,264 | (3)(4) | (3)(4) | Common Stock | 93,264 | $0 | 93,264 | D |
Explanation of Responses: |
1. The restricted stock units were awarded to Ms. Woung-Chapman under the 2016 Long Term Incentive Plan (the "2016 LTIP") of Energy XXI Gulf Coast, Inc. (the "Company"). Each restricted stock unit represents a right to receive one share of common stock, par value $0.01 per share, of the Company ("Common Stock"). |
2. Each restricted stock unit represents the contingent right to receive one share of Common Stock. |
3. If a Change in Control (as defined in the 2016 LTIP) occurs while Ms. Woung-Chapman is still employed by the Company, then any unvested restricted stock units described in this Form 4 will immediately become fully vested and will be subject to the terms of the 2016 LTIP. |
4. These restricted stock units will vest in three substantially equal installments on each of the first three anniversaries of the February 12, 2018 grant date, provided that Ms. Woung-Chapman remains continuously employed by the Company on the applicable vesting date, except as described in the next sentence in connection with certain terminations by the Company without cause or by Ms. Woung-Chapman for good reason. If (i) the Company consummates a third party business combination that does not qualify as a Change of Control (as defined in the 2016 LTIP), but is a Corporate Change (as defined in Ms. Woung-Chapman's Employment Agreement), and (ii) Ms. Woung-Chapman's employment terminates as a result of that transaction on or before the 90th day after the Corporate Change, then any unvested restricted stock units would become fully vested at termination of employment. |
/s/ Marguerite Woung-Chapman | 02/22/2018 | |
** 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. |