William J Williford Form 3 W&T OFFSHORE / William J Williford 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^*

Williford William J

(Last) (First) (Middle)

NINE GREENWAY PLAZA, SUITE 300

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2018

3. Issuer Name and Ticker or Trading Symbol
W&T OFFSHORE INC [ WTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and GM of Gulf of Mexico

5. 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 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	37,302	D

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
Restricted Stock Units	(1)	(1)	Common Stock	47,789	(4)	D
Restricted Stock Units	(2)	(2)	Common Stock	30,750	(4)	D
Restricted Stock Units	(3)	(3)	Common Stock	24,217	(4)	D

Explanation of Responses:

1. The vesting of the restricted stock units is subject to service and performance conditions during calendar year 2016 and a service condition thereafter until December 14, 2018. If these conditions are met, then the restricted stock units will vest on December 14, 2018. The number of restricted stock units eligible for vesting is subject to adjustment to reflect the achievement of performance goals by the reporting person during the applicable performance period.

2. The vesting of the restricted stock units is subject to service and performance conditions during calendar year 2017 and a service condition thereafter until December 13, 2019. If these conditions are met, then the restricted stock units will vest on December 13, 2019. The number of restricted stock units eligible for vesting is subject to adjustment to reflect the achievement of performance goals by the reporting person during the applicable performance period.

3. The vesting of the restricted stock units is subject to service and performance conditions during calendar year 2018 and a service condition thereafter until December 15, 2020. If these conditions are met, then the restricted stock units will vest on December 15, 2020. The number of restricted stock units eligible for vesting is subject to adjustment to reflect the achievement of performance goals by the reporting person during the applicable performance period.

4. Each restricted stock unit represents a contingent right to receive one share of WTI stock or its cash equivalent, as determined at the time of settlement by WTI.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Shahid A. Ghauri attorney-in-fact	11/16/2018
	** 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 5 (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.
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