SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Weyel Steve A

(Last) (First) (Middle)
1021 MAIN
SUITE 2626

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENERGY XXI (BERMUDA) LTD [ EXXI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2010
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/30/2010 P 2,024(3) A $10.4975 462,991 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 06/30/2010 J(1) 3,333 (1) (1) Common Stock 3,333 $0 19,215 D
Forward sale contract (obligation to sell) (4)(5) 07/02/2010 J(4)(5) 150,000 06/30/2011 06/30/2011 Common Stock 150,000 $0 0 D
Explanation of Responses:
1. Represents vesting of the final one-third of Mr. Weyel's restricted stock units granted on June 30, 2007.
2. The restricted stock units were awarded under The Energy XXI Services, LLC 2006 Long-Term Incentive Plan. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock or, at the option of the Issuer, the cash equivalent.
3. The shares were purchased under the Employee Stock Purchase Plan which allows employees to purchase common stock at a 15 percent discount from the lower of the common stock closing price on the first or last day of the period. This period was from January 1, 2010 through June 30, 2010.
4. On July 2, 2010, Mr. Weyel entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates Mr. Weyel to deliver to the buyer up to 150,000 common shares of Energy XXI (Bermuda) Limited ("Company") (or, at Mr. Weyel's election, an equivalent amount of cash based on the market price of the Company's common shares at that time) on the maturity date of the contract June 30, 2011. In exchange for assuming this obligation, Mr. Weyel received a cash payment of $2,067,315 as of the date of entering into the contract. Mr. Weyel pledged 150,000 common shares of the Company ("Pledged Shares") to secure his obligations under the contract and retained voting rights in the Pledged Shares during the term of the pledge. The buyer has rights to all dividends on the common shares. The number of the Company's common shares (continued on Footnote (5).
5. (from Footnote (4) to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the average closing price of the Company's common shares on the three trading days immediately preceding the maturity date ("Settlement Price") is less than or equal to $16.03 ("Initial Share Price"), Mr. Weyel will deliver to buyer all of the Pledged Shares; (b) if the Settlement Price is between the Initial Share Price and $19.23 (120% of Initial Share Price) ("Cap Level"), Mr. Weyel will deliver to buyer a number of the Company's common shares having a value (based on the then market price) equal to $2,403,855, with the remaining Pledged Shares to be returned to Mr. Weyel); and (c) if the Settlement Price is greater than the Cap Level, Mr. Weyel will deliver to buyer common shares of the Company such that the value of shares retained by Mr. Weyel equals $480,765.
Remarks:
/S/ STEVE A. WEYEL 07/02/2010
** 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 4 (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).
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