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*
de Pinho Antonio

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

(Street)
HOUSTON TX 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
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)
Code V Amount (A) or (D) Price
Common Stock 07/21/2016 M 205,803 A (1) 12,483(2) D
Common Stock 07/21/2016 M 93,303 D $0.04(3) 12,483 D
Common Stock 07/21/2016 M 112,500 D $5(4) 12,483 D
Common Stock 8,100 I By IRA
Common Stock 13,059.21(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units (5) 07/21/2016 A(6) 112,500 (6) (6) Common Stock 112,500 $0 0 D
Performance Units (5) 07/21/2016 A(7) 35,000 (7) (7) Common Stock 35,000 $0 35,000 D
Restricted Stock Units (5) 07/21/2016 A(8) 58,303 (8) (8) Common Stock 58,303 $0 116,606 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. 6,000 shares were inadvertently previously reported as directly owned rather than owned through a 401(K) plan. In addition, 333.96 shares were previously acquired through dividend reinvestment but inadvertently left out of Mr. de Pinho's aggregate holdings reported on December 1, 2015.
3. Represents the cash value of the 93,303 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. de Pinho will have an unsecured claim against the company for the $3,732.12 payment.
4. Represents the right to a $562,500 cash payment for the 112,500 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. de Pinho 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. de Pinho.
6. Represents vesting of the last one-third of Mr. de Pinho'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. de Pinho's performance units granted on July 21, 2014.
8. Represents vesting of the first one-third of Mr. de Pinho's restricted stock units granted on December 1, 2015.
ANTONIO DE PINHO 07/25/2016
** 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.
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