Statement of Changes in Beneficial Ownership (4)
22 Février 2018 - 10:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Woung-Chapman Marguerite
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2. Issuer Name
and
Ticker or Trading Symbol
Energy XXI Gulf Coast, Inc.
[
EXXI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP and General Counsel
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(Last)
(First)
(Middle)
1021 MAIN STREET, SUITE 2626
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2018
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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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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
(1)
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(2)
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2/12/2018
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A
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93264
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(3)
(4)
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(3)
(4)
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Common Stock
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93264
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$0
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93264
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D
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Explanation of Responses:
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(1)
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The restricted stock units were awarded to Ms. Woung-Chapman under the 2016 Long Term Incentive Plan (the "2016 LTIP") of Energy XXI Gulf Coast, Inc. (the "Company"). Each restricted stock unit represents a right to receive one share of common stock, par value $0.01 per share, of the Company ("Common Stock").
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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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If a Change in Control (as defined in the 2016 LTIP) occurs while Ms. Woung-Chapman is still employed by the Company, then any unvested restricted stock units described in this Form 4 will immediately become fully vested and will be subject to the terms of the 2016 LTIP.
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(4)
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These restricted stock units will vest in three substantially equal installments on each of the first three anniversaries of the February 12, 2018 grant date, provided that Ms. Woung-Chapman remains continuously employed by the Company on the applicable vesting date, except as described in the next sentence in connection with certain terminations by the Company without cause or by Ms. Woung-Chapman for good reason. If (i) the Company consummates a third party business combination that does not qualify as a Change of Control (as defined in the 2016 LTIP), but is a Corporate Change (as defined in Ms. Woung-Chapman's Employment Agreement), and (ii) Ms. Woung-Chapman's employment terminates as a result of that transaction on or before the 90th day after the Corporate Change, then any unvested restricted stock units would become fully vested at termination of employment.
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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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Woung-Chapman Marguerite
1021 MAIN STREET
SUITE 2626
HOUSTON, TX 77002
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Senior VP and General Counsel
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Signatures
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/s/ Marguerite Woung-Chapman
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2/22/2018
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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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