SEC Form 4 · accession 0001140361-15-037982
Energy XXI Ltd · EXXIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Lachance
Director
Period of report
Oct 15, 2015
Accepted (ET)
Oct 19, 2015 · 5:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001343719
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 82,743 | D | ||
| Common Stock | holding | — | — | — | 2,000 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Oct 15, 2015 | A | 231,482 | A | — | — | Common Stock | 231,482 | 1,876,219 | D |
Explanation of responses
- F1On October 15, 2015, the Board approved a $1 million discretionary success fee payable as 50% cash/ 50% restricted stock units ("RSUs") under the Interim Chief Strategic Officer Agreement effective as of January 15, 2015 ( the "Agreement"), at the conversion price of $2.16 for the RSU portion. All RSUs granted to Mr. LaChance will be settled in a lump sum cash payment in an amount equal to the number of RSUs multiplied by the per share closing price of the Issuer's common stock ("EXXI CS") on the Settlement Date (defined in footnote (2) below) (the "RSU Settlement Payment"); provided, however, Mr. LaChance may elect to purchase from the Issuer, in lieu of receipt of all or a portion of the RSU Settlement Payment in cash, a number of shares of EXXI CS equal to (x) all or such portion, as applicable, of the RSU Settlement Payment divided by (y) the EXXI CS closing price on the Settlement Date.
- F2The restricted stock units are payable on the earliest to occur of: (x) March 12, 2016, (y) a "change in the ownership or effective control" or "a change in the ownership of a substantial portion of the assets" of the Issuer (as defined in Treasury Regulation ? 1.409A-3(i)(5)) and (z) the date that Mr. LaChance incurs a "separation from service" with the Issuer (as defined in Treasury Regulation ? 1.409A-1(h)) (the "Settlement Date").