SEC FORM 4

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^*

SCHILLER JOHN D JR

(Last)

(First)

(Middle)

1021 MAIN

SUITE 2626

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Energy XXI Ltd [ EXXIQ ]

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 CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2016		M		680,269	A	⁽¹⁾	1,102,205	D
Common Stock	07/21/2016		M		232,769	D	$0.04⁽³⁾	1,102,205	D
Common Stock	07/21/2016		M		447,500	D	$5⁽⁴⁾	1,102,205	D
Common Stock								96,000	I	By Energy XXI Deferred Compensation Plan
Common Stock								57,618.869⁽²⁾	I	By 401(K) 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽⁵⁾	07/21/2016		A⁽⁶⁾			447,500	⁽⁶⁾	⁽⁶⁾	Common Stock	447,500	$0	0	D
Performance Units	⁽⁵⁾	07/21/2016		A⁽⁷⁾			110,333	⁽⁷⁾	⁽⁷⁾	Common Stock	110,333	$0	110,334	D
Restricted Stock Units	⁽⁵⁾	07/21/2016		A⁽⁸⁾			122,436	⁽⁸⁾	⁽⁸⁾	Common Stock	122,436	$0	244,873	D

Explanation of Responses:

1. Awards granted in 2014 and 2015 represent the economic equivalent of one share of the company's common stock payable in cash.

2. Between December 1, 2015 and May 4, 2016, Mr. Schiller acquired 5,804.508 shares of Energy XXI common stock under the Energy XXI 401(K) Plan.

3. Represents the cash value of the 232,769 performance and restricted stock units vesting on July 21, 2016. Due to the company's commencement of proceedings under chapter 11 of the U.S. Bankruptcy Code, this amount cannot be paid without approval of the U.S. Bankruptcy Court, which approval is not currently being sought. However, Mr. Schiller will have an unsecured claim against the company for the $9,310.76 payment.

4. Represents the right to a $2,237,500 cash payment for the 447,500 performance units vesting on July 21, 2016. Due to the company's commencement of proceedings under chapter 11 of the U.S. Bankruptcy Code, this amount cannot be paid without approval of the U.S. Bankruptcy Court, which approval is not currently being sought. However, Mr. Schiller will have an unsecured claim against the company for the amount of such payment.

5. The performance units and restricted stock units were awarded under the Energy XXI Services, LLC 2006 Long-Term Incentive Plan to Mr. Schiller.

6. Represents vesting of the last one-third of Mr. Schiller's performance units granted on July 21, 2013 at a cash value of $5.00 per unit.

7. Represents vesting of the second one-third of Mr. Schiller's performance units granted on July 21, 2014.

8. Represents vesting of the first one-third of Mr. Schiller's restricted stock units granted on December 1, 2015.

	/s/ John D. Schiller, Jr.	07/25/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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