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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Lawrence Stewart

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Inv. Relations
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2013
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 07/21/2013 J(1) 5,135 A (1) 73,240 D
Common Stock 07/21/2013 J(1) 2,175 D (1) 71,065 D
Common Stock 07/21/2013 J(2) 655 A (2) 71,720 D
Common Stock 07/21/2013 J(2) 277 D (2) 71,443 D
Common Stock 07/21/2013 J(3) 681 A (3) 72,124 D
Common Stock 07/21/2013 J(3) 288 D (3) 71,836 D
Common Stock 51,810 I By IRA
Common Stock 5,751.049(6) I By 401(K) Plan
Common Stock 4,789 I By Family Members
Common Stock 3,186 I By Energy XXI Deferred Compensation Plan
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
Performance Units (4) 07/21/2013 J(1) 18,333 (1) (1) Common Stock 18,333 $0 0 D
Performance Units (4) 07/21/2013 J(2) 29,167 (2) (2) Common Stock 29,167 $0 29,167 D
Performance Units (4) 07/21/2013 J(3) 30,333 (3) (3) Common Stock 30,333 $0 60,667 D
Performance Units (4)(5) 07/21/2013 A 112,000 (5) (5) Common Stock 112,000 $0 112,000 D
Explanation of Responses:
1. Represents vesting of the last one-third of Mr. Lawrence's performance units granted on July 21, 2010. Mr. Lawrence elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Lawrence. The 2,175 shares withheld had a value equal to the tax liability.
2. Represents vesting of the second one-third of Mr. Lawrence's performance units granted on July 21, 2011. Mr. Lawrence elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Lawrence. The 277 shares withheld had a value equal to the tax liability.
3. Represents vesting of the first one-third of Mr. Lawrence's performance units granted on July 21, 2012. Mr. Lawrence elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Lawrence. The 288 shares withheld had a value equal to the tax liability.
4. The performance units were awarded under The Energy XXI Services, LLC 2006 Long-Term Incentive Plan.
5. Time-Based Performance Units (25%) vest in equal annual installments on July 21, 2014, 2015 and 2016. The amount due the employee is equal to the grant date unit value of $5.00 plus the change in stock price over the performance period, multiplied by the number of units that vest. The initial stock price used in determining the change in stock price is $24.50 per share. Performance-Based Performance Units (75%) vest in equal annual installments on July 21, 2014, 2015 and 2016. The amount due the employee is equal to the grant date unit value of $5.00 plus the change in stock price over the performance period, multiplied by the number of units that vest. The number of units that vest is determined by the Company's Total Shareholder Return (TSR) performance measured against a TSR Unit Number Modifier, which may range from 0% to 200%. The initial stock price used in determining the change in stock price is $24.50 per share.
6. Between July 1, 2013 and July 21, 2013, the reporting person acquired 28.65 shares of Energy XXI common stock under the Energy XXI 401 (k) Plan
Remarks:
/S/ STEWART LAWRENCE 07/23/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.