| 1 |
NAME OF REPORTING PERSON:
OxFORD ASSET MANAGEMENT LLP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[ ] (a)
[ ] (b)
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| 3 |
SEC USE ONLY
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| 4 |
SOURCE OF FUNDS:
OO
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0
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| 8 |
SHARED VOTING POWER
0
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| 9 |
SOLE DISPOSITIVE POWER
0
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| 10 |
SHARED DISPOSITIVE POWER
0
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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| 14 |
TYPE OF REPORTING PERSON
IA
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| ITEM 1. | SECURITY AND ISSUER: |
| This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the common stock, par value $0.01 per share (the “Shares”), of Energy XXI Gulf Coast, INC. (the “Issuer”), whose principal executive offices are located at 1021 Main, Suite 2626, Houston, Texas. | |
| ITEM 2. | IDENTITY AND BACKGROUND: |
| (a-c,f) This Schedule 13D is filed on behalf of OxFORD Asset Management LLP (“OxFORD” or the “Reporting Person”). This Schedule 13D relates to Shares held for the account of OxAM Quant Fund Limited, a Cayman Islands exempted company (“OxAM”). OxAM has in place an Investment Advisory Agreement with OxFORD, pursuant to which Oxford serves as the investment adviser to OxAM. In such capacity, OxFORD may be deemed to exercise the voting and dispositive power over the Shares held for the account of OxAM. The address of the principal business office of OxFORD is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW. OxFORD is a limited liability partnership incorporated in England and Wales. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
| The funds used for the purchase of the Shares reported herein by the Reporting Person were working capital or margin account borrowings of OxAM made in the ordinary course of business of OxAM. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $18,431,000, including commissions, was paid to acquire the Shares referred to herein. | |
| ITEM 4. | PURPOSE OF TRANSACTION: |
| The Reporting Person acquired the Shares for investment purposes and in the ordinary course of OxAM’s business, pursuant to investment strategies, because OxFORD, as investment adviser, believed that the Shares, when purchased, represented an attractive investment opportunity. The investment opportunity arose pursuant to an agreement and plan of merger, dated as of June 18, 2018 as amended, among the Issuer, MLCJR LLC, a Texas limited liability company (“Cox”), and YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Cox (“Merger Sub”), which provided for the acquisition of EGC by Cox. Pursuant to the terms of the merger agreement, Merger Sub merged with and into EGC, with EGC surviving as an indirect wholly owned subsidiary of Cox (the “merger”). On October 18, 2018, the Merger was completed. As a result, as reported in the Form 8-K filed by the Issuer on October 18, 2018, each Share converted into the right to receive $9.10 in cash, without interest, less any applicable withholding taxes, and the Issuer has filed form 25 to delist it Shares from Nasdaq. Accordingly, subsequent to the Closing of the Merger, the Shares reported herein by the Reporting Person converted into the right to receive cash, and the Reporting Person exercised this right. Except as set forth above, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change their purpose and/or formulate plans or proposals with respect thereto. | |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER: |
| (a) As of October 18, 2018, OxFORD may be deemed to be the beneficial owner of 2,081,177 Shares held for the account of OxAM, which equates to approximately 6.2% of the total number of Shares outstanding. Subsequent to the Closing of the Merger, OxFORD may be deemed to be the beneficial owner of 0 Shares held for the account of OxAM, which equates to 0.0% of the total number of Shares outstanding. The percentages noted herein are based on 33,396,563 Shares reported as outstanding as of August 3, 2018, in the Issuer’s quarterly report on Form 10-Q, dated June 30, 2018. (b) The beneficial ownership figures reported in Item 5(a) reflects the Reporting Person's sole power to vote or to direct the vote the Shares and sole power to dispose or to direct the disposition of the Shares. (c) The trading dates, number of Shares acquired and disposed of, the price per share and how the transactions were effected for all transactions in the Shares by the Reporting Person within the past sixty days are set forth in Exhibit A. (d) N/A (e) Subsequent to the Closing of the Merger, the Reporting Person ceased to be beneficial owner of more than five percent of the Shares. | |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: |
| N/A | |
| ITEM 7. | MATERIALS TO BE FILES AS EXHIBITS: |
| Exhibit A: Schedule of Transactions, in response to Item 5(c) |
| October 25 2018 |
OxFORD ASSET MANAGEMENT LLP
By:
/s/ Chris Bell
Name:
Chris Bell
Title:
Chief Compliance Officer
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