EGC Energy Xxi Gulf Coast, Inc. (delisted)

As filed with the Securities and Exchange Commission on October 24, 2018

Registration Statement No. 333‑215587

Registration Statement No. 333-225012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

Post Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-215587

Post Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-225012

UNDER

THE SECURITIES ACT OF 1933

Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan

Energy XXI Gulf Coast, Inc. 2018 Long Term Incentive Plan

 (Full title of the plans)

Craig L. Sanders

Chief Executive Officer

1021 Main, Suite 2626

Houston, Texas

  (Name and address of agent for service)

713-351-3001

(Telephone number, including area code, of agent for service)

Copy to:

Michael Blankenship

Locke Lord LLP

600 Travis Street, Suite 2800

Houston, Texas 77002

(713) 226-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Registrant”):

File No. 333-215587, pertaining to the registration of 2,045,507 of common stock, par value $0.01, of the Registrant (the “Common Stock”), issuable under the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan.

File No. 333-225012, pertaining to the registration of 3,530,773 shares of Common Stock par value $0.01, issuable under the Energy XXI Gulf Coast, Inc. 2018 Long Term Incentive Plan.

On October 18, 2018, the Registrant became an indirect wholly-owned subsidiary of MLCJR LLC, a Delaware limited liability company (“Cox”), as a result of the merger of YHIMONE, Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of CEXXI, Inc., a Delaware corporation and direct wholly owned subsidiary of Cox, with and into the Registrant, with the Registrant as the surviving corporation (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of June 18, 2018, by and among the Registrant, Cox and Merger Sub (as amended, the “Merger Agreement”).

As a result of the Merger, Registrant has terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements.  Accordingly, Registrant hereby terminates the effectiveness of the Registrations Statements and, in accordance with undertakings made by Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, Registrant hereby removes from registration the securities of Registrant registered but unsold under the Registration Statements as of the date hereof.