Washington, D.C. 20549

Energy XXI (Bermuda) Limited

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G10082140

(CUSIP Number)

July 1, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

CUSIP No.		G10082140

1		Represents shares held by the Susan Lieberman Dell Separate Property Trust, of which Susan L. Dell is the sole trustee.

Item 1.

	(a)		Name of Issuer
			Energy XXI (Bermuda) Limited
	(b)		Address of Issuer’s Principal Executive Offices
			Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of each of MSDC Management, L.P., MSD Credit Opportunity Master Fund, L.P., MSD Energy Partners, L.P., MSD Capital, L.P., MSD Energy Investments, L.P., SOF Investments, L.P., PT Investments I, L.P., Michael S. Dell and Susan L. Dell. MSD Credit Opportunity Master Fund, MSD Energy Partners, PT Investments and the Susan Lieberman Dell Separate Property Trust are the record and direct beneficial owners of the securities covered by this statement. MSDC Management is the investment manager of, and may be deemed to beneficially own securities owned by, each of MSD Credit Opportunity Master Fund and MSD Energy Partners. MSDC Management (GP), LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSDC Management. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, each of MSD Energy Investments, SOF Investments and PT Investments. MSD Capital Management LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Susan L. Dell is the sole trustee of, and may be deemed to beneficially own securities owned by, the Susan Lieberman Dell Separate Property Trust.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each reporting person is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.

	(c)		Citizenship
			See Item 4 on the cover page(s) hereto.
	(d)		Title of Class of Securities
			Common Stock
	(e)		CUSIP Number
			G10082140

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

	(a)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
	(k)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.		Ownership.

	(a)		Amount beneficially owned: See Item 9 on the cover page(s) hereto.
	(b)		Percent of class: See Item 11 on the cover page(s) hereto.
	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
	(ii)		Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
	(iii)		Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
	(iv)		Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5.		Ownership of 5% or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.		Ownership of More than 5% on Behalf of Another Person

Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.		Identification and Classification of Members of the Group

Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 9.		Notice of Dissolution of Group

Not Applicable

Item 10.		Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit		Description of Exhibit
24.2		Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, L.P., MSD Energy Investments, L.P. and Michael S. Dell with the Securities and Exchange Commission)
24.3		Power of Attorney (furnished herewith)
99.2		Joint Filing Agreement (furnished herewith)

EXHIBIT 24.3

POWER OF ATTORNEY

February 22, 2011

Know all men by these presents, that Susan L. Dell hereby constitutes and appoints Marc R. Lisker, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Exchange Act (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements, and/or exhibits, and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or documents with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any stock exchange or stock quotation system (including, without limitation, the New York Stock Exchange), as may be required under applicable laws or rules and regulations of any stock exchange or stock quotation system, and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Susan L. Dell hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, Susan L. Dell has caused this agreement to be executed and effective as of the date first written above.

EXHIBIT 99.2

JOINT FILING AGREEMENT

July 11, 2011

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.