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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

(Name of Issuer)

 

 (Title of Class of Securities)

 

(CUSIP Number)

 

 (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)

☒          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).

Continued on following pages

Page 1 of 9 Pages

Exhibit Index: Page 8

 

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1	NAMES OF REPORTING PERSONS
	TYRUS CAPITAL S.A.M.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Monaco
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,044,345 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,044,345 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,044,345 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.14% (2)
12	TYPE OF REPORTING PERSON:
	OO

 

(1)  This figure includes 59,543 Shares (as defined herein) that the Reporting Person has the right to acquire upon exercise of warrants.

(2)  This percentage is based on a total of 33,271,137 Shares outstanding, which has been calculated in accordance with Rule 13d-3(d)(1)(i) and is based on the sum of (i) 33,211,594 Shares outstanding, based on information in the current report on Form 8-K filed by the Issuer on January 6, 2017, and (ii) 59,543 Shares issuable to the Reporting Persons upon exercise of warrants.

 

 

1	NAMES OF REPORTING PERSONS
	TONY CHEDRAOUI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,044,345 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,044,345 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,044,345 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.14% (2)
12	TYPE OF REPORTING PERSON:
	IN, HC

 

(1)  This figure includes 59,543 Shares (as defined herein) that the Reporting Person has the right to acquire upon exercise of warrants.

(2)  This percentage is based on a total of 33,271,137 Shares outstanding, which has been calculated in accordance with Rule 13d-3(d)(1)(i) and is based on the sum of (i) 33,211,594 Shares outstanding, based on information in the current report on Form 8-K filed by the Issuer on January 6, 2017, and (ii) 59,543 Shares issuable to the Reporting Persons upon exercise of warrants.

 

Item 1(a).

Name of Issuer:

 

Energy XXI Gulf Coast, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1021 Main, Suite 2626, Houston, Texas 77002

 

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)

Tyrus Capital S.A.M. (“Tyrus S.A.M.”); and

ii)

Mr. Tony Chedraoui (“Mr. Chedraoui”).

This Statement relates to the Shares (as defined herein) held for Tyrus Capital Event Master Fund Limited, a Cayman Islands exempted company (“Tyrus Ltd.”) and TC Five Limited, a Cayman Islands exempted company (“TC Ltd.”).  Tyrus S.A.M. serves as investment manager to each of Tyrus Ltd. and TC Ltd.   Mr. Chedraoui is Chief Investment Officer and control person of Tyrus S.A.M.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is 4 Avenue Roqueville, Monaco, MC 98000.

Item 2(c).

Citizenship:

i)

Tyrus S.A.M is a Société Anonyme Monégasque; and

ii)

Mr. Chedraoui is a citizen of the United Kingdom.

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.01 per share (the “Shares”)

 

Item 2(e).

CUSIP Number:

 

29276K101

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

 

Page 5 of 9 Pages

 

Item 4.

Ownership:

 

Item 4(a)

Amount Beneficially Owned:

 

As of January 9, 2017, each of Tyrus S.A.M. and Mr. Chedraoui may be deemed the beneficial owner of 2,044,345 Shares.  This amount consists of: (A) 1,712,342 Shares held for the account of Tyrus Ltd. and (B) 272,460 Shares and 59,543 Shares which may be obtained upon exercise of warrants held for the account of TC Ltd.

Item 4(b)

Percent of Class:

As of January 9, 2017, each of Tyrus S.A.M. and Mr. Chedraoui may be deemed the beneficial owner of approximately 6.14% of Shares outstanding.  (This percentage is based on a total of 33,271,137 Shares outstanding, which has been calculated in accordance with Rule 13d-3(d)(1)(i) and is based on the sum of (i) 33,211,594 Shares outstanding, based on information in the current report on Form 8-K filed by the Issuer on January 6, 2017, and (ii) 59,543 Shares issuable to the Reporting Persons upon exercise of warrants.)

Item 4(c)

Number of Shares as to which such person has:

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

This Item 5 is not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

See disclosure in Items 2 and 4 hereof.  Tyrus Ltd. is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

See disclosure in Item 2 hereof.

 

Page 6 of 9 Pages

 

Item 8.

Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

This Item 9 is not applicable.

 

Item 10.

Certification:

 

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, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 7 of 9 Pages

 

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.

 

 

January 10, 2017

 

Page 8 of 9 Pages

 

EXHIBIT INDEX

 

 

Page 9 of 9 Pages

 

EXHIBIT A

 

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Energy XXI Gulf Coast, Inc. dated as of January 10, 2017 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

January 10, 2017

 

 

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