-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ub8AFiOOnzr11bX6XoMw7t5oKNQPiOSpSYuaPmK7k7OUo+ZcIhQtWJuBbt/JDJZJ bqG+GQq+JPDARc4LhUn9Pg== 0001144204-07-029768.txt : 20070601 0001144204-07-029768.hdr.sgml : 20070601 20070601122646 ACCESSION NUMBER: 0001144204-07-029768 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 GROUP MEMBERS: AMNON MANDELBAUM GROUP MEMBERS: LEVEL COUNTER, LLC GROUP MEMBERS: MARILYN ADLER GROUP MEMBERS: NATHAN A. LOW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY XXI (BERMUDA) LTD CENTRAL INDEX KEY: 0001343719 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82736 FILM NUMBER: 07893205 BUSINESS ADDRESS: STREET 1: CANONS COURT STREET 2: 22 VICTORIA STREET PO BX HM 1179 CITY: HAMILTON STATE: D0 ZIP: 00000 BUSINESS PHONE: 713 351 3003 MAIL ADDRESS: STREET 1: CANONS COURT STREET 2: 22 VICTORIA STREET PO BX HM 1179 CITY: HAMILTON STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY XXI ACQUISITION CORP BERMUDA LTD DATE OF NAME CHANGE: 20051107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001268313 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124211616 SC 13G/A 1 v077391_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Energy XXI (Bermuda) Limited - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) G10009101 - -------------------------------------------------------------------------------- (CUSIP Number) May 25, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================== CUSIP NO. G10009101 13G ================================================== ============== ================================================================= 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sunrise Equity Partners, LP 55-0843670 - --- ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - --- ---------------------------------------------------------------------------- 3 SEC USE ONLY - --- ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ================================================== ======== ==================== NUMBER OF 5 SOLE VOTING POWER 5,000,001 SHARES ------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER 5,000,001 REPORT REPORTING ------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER 0 WITH ================================================== ======== ==================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,001 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%(1) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) PN ============= ================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- (1) On the basis of 84,049,115 shares of Common Stock reported by the Company to be issued and outstanding as of March 23, 2007 in the Company's latest Report on Form S-1/A, as filed with the Securities and Exchange Commission on April 4, 2007. ================================================== CUSIP NO. G10009101 13G ================================================== ============== ================================================================= 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Level Counter, LLC 55-0843665 - --- ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - --- ---------------------------------------------------------------------------- 3 SEC USE ONLY - --- ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ============== ================================================================= NUMBER OF 5 SOLE VOTING POWER 5,000,001 SHARES -------- --------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY -------- --------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 5,000,001 REPORT REPORTING -------- --------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER 0 WITH ============= ================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,001 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) OO ============= ================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------------- (2) On the basis of 84,049,115 shares of Common Stock reported by the Company to be issued and outstanding as of March 23, 2007 in the Company's latest Report on Form S-1/A, as filed with the Securities and Exchange Commission on April 4, 2007. ================================================== CUSIP NO. G10009101 13G ================================================== ============== ================================================================= 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nathan A. Low - --- ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - --- ---------------------------------------------------------------------------- 3 SEC USE ONLY - --- ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA ============== ================================================================= NUMBER OF 5 SOLE VOTING POWER 11,937,524 SHARES ------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER 5,000,001 OWNED BY ------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER 11,937,524 REPORT REPORTING ------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER 5,000,001 WITH ============= ================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,937,525 (see Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.15%(3) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN ============= ================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- (3) On the basis of 84,049,115 shares of Common Stock reported by the Company to be issued and outstanding as of March 23, 2007 in the Company's latest Report on Form S-1/A, as filed with the Securities and Exchange Commission on April 4, 2007. ================================================== CUSIP NO. G10009101 13G ================================================== ============== ================================================================= 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amnon Mandelbaum - --- ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - --- ---------------------------------------------------------------------------- 3 SEC USE ONLY - --- ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA ============== ================================================================= NUMBER OF 5 SOLE VOTING POWER 3,228,804 SHARES ------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER 5,000,001 OWNED BY ------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER 3,228,804 REPORT REPORTING ------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER 5,000,001 WITH ============= ================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,228,805 (See Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.79%(4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN ============= ================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- (4) On the basis of 84,049,115 shares of Common Stock reported by the Company to be issued and outstanding as of March 23, 2007 in the Company's latest Report on Form S-1/A, as filed with the Securities and Exchange Commission on April 4, 2007. ================================================== CUSIP NO. G10009101 13G ================================================== ============== ================================================================= 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marilyn Adler - --- ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - --- ---------------------------------------------------------------------------- 3 SEC USE ONLY - --- ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA ============== ================================================================= NUMBER OF 5 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER 5,000,001 OWNED BY ----------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 0 REPORT REPORTING ----------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER 5,000,001 WITH ============= ================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,001 (See Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%(5) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN ============= ================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- (5) On the basis of 84,049,115 shares of Common Stock reported by the Company to be issued and outstanding as of March 23, 2007 in the Company's latest Report on Form S-1/A, as filed with the Securities and Exchange Commission on April 4, 2007. Item 1(a). Name of Issuer: Energy XXI (Bermuda) Limited (the "Issuer") Item 1(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: Sunrise Equity Partners, LP ("SEP"), Level Counter, LLC ("LC"), Nathan A. Low, Amnon Mandelbaum and Marilyn Adler (collectively, the "Reporting Persons") Item 2(b). Address of Principal Business Office or, if None, Residence: 641 Lexington Avenue, 25 Floor, New York, New York 10022 Item 2(c). Citizenship: SEP and LC's place of organization is Delaware. Messrs. Low and Mandelbaum and Ms. Adler are citizens of the United States of America. Item 2(d). Title of Class of Securities: This statement on Schedule 13G is being filed with respect to Common Stock, par value $0.001 (the "Common Stock") of the Issuer. Item 2(e). CUSIP Number: G10009101 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). Page 7 of 11 (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [XX] Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) The aggregate number of shares owned by the joint filers is 19,186,329 and the amounts beneficially owned individually are: Sunrise Equity Partners, LP: 5,000,001 Level Counter, LLC: 5,000,001 Nathan A. Low: 16,937,525 (1)(4) Amnon Mandelbaum: 8,228,805 (2)(4) Marilyn Adler: 5,000,001 (3)(4) (1) The total amount beneficially owned by Mr. Low includes (i) 2,695,303 common shares underlying warrants owned by Mr. Low, (ii) 6,193,776 common shares underlying 2,064,592 unit purchase options owned by Mr. Low, (iii) 20,000 common shares and 500,001 common shares underlying unit purchase options owned by Sunrise Securities Corp. ("SSC"), (iv) 2,059,167 shares of common stock and 2,940,834 common shares underlying warrants owned by SEP, (v) 1,548,444 common shares underlying 516,148 unit purchase options owned by Sunrise Foundation Trust ("SFT") and (vi) 980,000 common shares underlying warrants owned by the Nathan A. Low ROTH IRA, for which Mr. Low serves as trustee. Mr. Low disclaims beneficial ownership of all of the securities of the Company owned by SFT and SEP (other than Mr. Low's ownership of securities of the Issuer as a result of his ownership of limited partnership interests of SEP). Mr. Low is the sole shareholder of SSC. Mr. Nathan Low is one of two trustees (the other trustee is his wife, Mrs. Lisa Low) of SFT. Nathan Low is an employee of SSC and received his holdings as investment banking compensation, other than the 2,695,303 common shares underlying warrants which were acquired from purchases on the open market and other than the 20,000 shares of common stock also purchased on the open market. (2) The total amount beneficially owned by Mr. Mandelbaum includes (i) 3,228,804 common shares underlying 1,076,268 unit purchase options owned by Mr. Mandelbaum and (ii) 2,059,167 shares of common stock and 2,940,834 common shares underlying warrants owned by SEP. Mr. Mandelbaum disclaims beneficial ownership of all of the securities of the Issuer owned by SEP (other than Mr. Mandelbaum's ownership of securities of the Issuer as a result of his ownership of limited partnership interests of SEP). Amnon Mandelbaum is an employee of SSC and received his holding as investment banking compensation. Page 8 of 11 (3) Ms. Adler disclaims beneficial ownership of all the securities of the Issuer owned by SEP. (4) LC is the general partner of SEP, and LC controls the investment power with respect to the securities of the Issuer owned by SEP. The investment decisions of LC, the power to direct the vote and the power to direct the disposition of the Issuer shares require the unanimous vote of all three of Ms. Adler, Mr. Low and Mr. Mandelbaum. (b) The aggregate percent of the class is 24% and the individual percentages of the class are: Sunrise Equity Partners, LP: 5.94% Level Counter, LLC: 5.94% Nathan A. Low: 20.15% Amnon Mandelbaum: 9.79% Marilyn Adler: 5.94% The information provided under this section is based on 84,079,115 shares of common stock outstanding as of March 23, 2007 as reported by the Issuer in its Form S-1/A filed with the Securities and Exchange Commission on April 4, 2007. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: (ii) shared power to vote or to direct the vote: (iii) sole power to dispose or to direct the disposition of: (iv) shared power to dispose or to direct the disposition of: The information in items 1, and 5 through 11 on each of the five cover pages of this Schedule 13G is hereby incorporated by reference. Item 5. Ownership of Five Percent 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 [ ]. Not Applicable Page 9 of 11 Item 6. Ownership of More than Five Percent 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 Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) Include the following certification if this statement is being filed pursuant to Rule 13d-1(c): 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. Page 10 of 11 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. June 1, 2007 ------------------------------------------------- (Date) /s/ Nathan A. Low, individually and in his capacity as a manager of Level Counter, LLC, the general partner of Sunrise Equity Partners, LP. /s/ Amnon Mandelbaum, individually and in his capacity as a manager of Level Counter, LLC, the general partner of Sunrise Equity Partners, LP /s/ Marilyn Adler, individually and in her capacity as a manager of Level Counter, LLC, the general partner of Sunrise Equity Partners, LP The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----