Statement of Changes in Beneficial Ownership (4)
18 Octobre 2018 - 6:31PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
HANNA GARY C
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2. Issuer Name
and
Ticker or Trading Symbol
Energy XXI Gulf Coast, Inc.
[
EGC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1021 MAIN STREET, SUITE 2626
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/18/2018
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/18/2018
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M
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52083
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A
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(3)
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52083
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D
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Common Stock
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10/18/2018
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M
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78125
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A
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(3)
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130208
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D
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Common Stock
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10/18/2018
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M
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22551
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A
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(3)
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152759
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D
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Common Stock
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10/18/2018
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D
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152759
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D
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$9.10
(1)
(3)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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10/18/2018
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M
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52083
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(3)
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(3)
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Common Stock
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52083
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(3)
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0
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D
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Restricted Stock Units
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(2)
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10/18/2018
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M
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78125
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(3)
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(3)
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Common Stock
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78125
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(3)
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0
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D
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Restricted Stock Units
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(2)
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10/18/2018
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M
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22551
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(3)
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(3)
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Common Stock
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22551
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(3)
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0
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D
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Explanation of Responses:
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(1)
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In connection with the merger between the Issuer and an indirectly wholly owned subsidiary of MLCJR LLC (the "Merger"), each share of common stock, par value $0.01 per share, of the Issuer ("Common Stock") was converted into the right to receive $9.10 in cash (the "Merger Consideration").
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(2)
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Each restricted stock unit represents the contingent right to receive one share of Common Stock.
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(3)
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Immediately prior to the effective time of the Merger, the vesting of each outstanding restricted stock unit ("RSU") was accelerated (if not already vested), with any performance condition deemed achieved at the target, and each RSU was cancelled and converted into the right to receive the Merger Consideration, multiplied by the number of shares of Common Stock subject to that RSU.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HANNA GARY C
1021 MAIN STREET
SUITE 2626
HOUSTON, TX 77002
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X
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Signatures
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/s/ Gary C. Hanna, by Marguerite Woung-Chapman, as Attorney-in-fact
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10/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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