Credit Offshore GP Investors, L.L.C. Centerbridge Form 3 HERCULES OFFSHORE / Jeffrey Aronson 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^*

Centerbridge Credit Partners, L.P.

(Last) (First) (Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2015

3. Issuer Name and Ticker or Trading Symbol
HERCULES OFFSHORE, INC. [ HERO ]

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	893,593	D(1)(3)(4)(5)
Common Stock	1,710,353	I	See footnotes(2)(3)(4)(5)

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

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners, L.P.

(Last) (First) (Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners General Partner, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit GP Investors, L.L.C.

(Last) (First) (Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Master, L.P.

(Last) (First) (Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last) (First) (Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Offshore GP Investors, L.L.C.

(Last) (First) (Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gallogly Mark T

(Last) (First) (Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last) (First) (Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Common Stock are held by Centerbridge Credit Partners, L.P. ("Credit Partners").

2. These shares of Common Stock are held by Centerbridge Credit Partners Master, L.P. ("Credit Partners Master" and, together with Credit Partners, the "Centerbridge Funds").

3. Centerbridge Credit GP Investors, L.L.C. ("GP Investors") is the general partner of Centerbridge Credit Partners General Partner, L.P. ("Credit GP"), which, in turn, is the general partner of Credit Partners, and, as such GP Investors and Credit GP may be deemed to beneficially own the securities held by Credit Partners. Centerbridge Credit Offshore GP Investors, L.L.C. ("Offshore GP Investors") is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP" and collectively with the Centerbridge Funds, GP Investors, Credit GP, Offshore GP Investors, Mark T. Gallogly and Jeffrey H. Aronson, the "Reporting Persons" and each, a "Reporting Person"), which, in turn, is the general partner of Credit Partners Master, and, as such Offshore GP Investors and Offshore GP may be deemed to beneficially own the securities held by Credit Partners Master. (Continued in footnote 4)

4. . Messrs. Gallogly and Aronson are the managing members of each of GP Investors and Offshore GP Investors, and, as such may be deemed to beneficially own the securities held by the Centerbridge Funds.

5. The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.

	Centerbridge Credit Partners, L.P., By: Centerbridge Credit Partners General Partner, L.P., its general partner, By: Centerbridge Credit GP Investors, L.L.C., its general partner, By: /s/ Jeffrey H. Aronson, Authorized Signatory	11/19/2015
	** Signature of Reporting Person	Date
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