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^*

PULLY STEVEN J

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 2626

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Energy XXI Gulf Coast, Inc. [ EXXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017

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	05/10/2017		M		9,833	A	⁽¹⁾⁽²⁾	9,833	D

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)
Restricted Stock Units	⁽¹⁾	05/10/2017		M			9,833	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	9,833	$0	6,667⁽³⁾	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share ("Common Stock"), of Energy XXI Gulf Coast, Inc. (the "Issuer") upon vesting and settlement.

2. Mr. Pully did not stand for reelection at the Issuer's 2017 Annual Meeting held on May 10, 2017 (the "Annual Meeting"). In recognition of Mr. Pully's service, the Issuer's board of directors (the "Board") accelerated the vesting date of certain RSUs granted to Mr. Pully, so that 6,583 RSUs that were scheduled to vest on January 31, 2018, vested instead on May 10, 2017. Upon vesting, such RSUs were settled in shares of Common Stock, on a one-for-one basis. In addition, 3,250 RSUs that had previously vested were settled in shares of Common Stock, on a one-for-one basis, when Mr. Pully ceased to be a member of the Board on May 10, 2017.

3. The remaining 6,667 RSUs previously granted to Mr. Pully, which were scheduled to vest in equal installments on December 31, 2018 and December 31, 2019, remained unvested when Mr. Pully ceased to be a member of the Board on May 10, 2017 and, accordingly, were forfeited back to the Issuer. Such forfeiture is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16a-4(d) and 16b-6(d), respectively, under the Exchange Act.

	/s/ Steven J. Pully, by Hugh Menown as Attorney-in-Fact	05/12/2017
	** 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).
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