Heidi Wong Form 4 Erin Energy / HEIDI WONG 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^*

WONG HEIDI

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Corporate Services

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)

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	02/15/2017		A		40,064(1)	A	$0(2)	453,855	D
Common Stock	02/15/2017		A		40,064(3)	A	$0(2)	493,919	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

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 and subject thereto. Grant of restricted shares subject to forfeiture. 50% of shares become vested on the one-year anniversary of Grant Date and 50% become vested on the two-year anniversary of Grant Date, for so long as the recipient of the stock remains an employee of, or consultant to, the Company and 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. Restricted common stock of Issuer granted to Reporting Person on February 15, 2017 pursuant to Issuer's Amended 2009 Equity Incentive Plan and subject thereto. Vesting occurs on the three-year anniversary of the grant date, based on the relative Total Shareholder Return ("TSR")of the Issuer as compared to the TSR of each of the companies in the Issuer's peer group over the three-year period beginning on January 1, 2017 through December 31, 2020, and subject to the Reporting Person's continuous employment through the vesting date and the terms and conditions of the Performance Shares Grant Agreement. Shares reported represent the target shares, and actual vesting could be anywhere from 0 to 150% of the number of shares initially granted, with any unvested shares subject to forfeiture.

Remarks:

	/s/ Jean-Michel Malek, Attorney-In-Fact	02/21/2017
	** 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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