SEC Form 4 · accession 0001104659-18-011377
Energy XXI Gulf Coast, Inc. · EGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marguerite Woung-Chapman
Officer — Senior VP and General Counsel
Period of report
Feb 12, 2018
Accepted (ET)
Feb 22, 2018 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404973
Table I — non-derivative securities
No Table I lines on this filing.
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,F3,F4 | — | Feb 12, 2018 | A | 93,264 | A | — | — | Common Stock | 93,264 | 93,264 | D |
Explanation of responses
- F1The restricted stock units were awarded to Ms. Woung-Chapman under the 2016 Long Term Incentive Plan (the "2016 LTIP") of Energy XXI Gulf Coast, Inc. (the "Company"). Each restricted stock unit represents a right to receive one share of common stock, par value $0.01 per share, of the Company ("Common Stock").
- F2Each restricted stock unit represents the contingent right to receive one share of Common Stock.
- F3If a Change in Control (as defined in the 2016 LTIP) occurs while Ms. Woung-Chapman is still employed by the Company, then any unvested restricted stock units described in this Form 4 will immediately become fully vested and will be subject to the terms of the 2016 LTIP.
- F4These restricted stock units will vest in three substantially equal installments on each of the first three anniversaries of the February 12, 2018 grant date, provided that Ms. Woung-Chapman remains continuously employed by the Company on the applicable vesting date, except as described in the next sentence in connection with certain terminations by the Company without cause or by Ms. Woung-Chapman for good reason. If (i) the Company consummates a third party business combination that does not qualify as a Change of Control (as defined in the 2016 LTIP), but is a Corporate Change (as defined in Ms. Woung-Chapman's Employment Agreement), and (ii) Ms. Woung-Chapman's employment terminates as a result of that transaction on or before the 90th day after the Corporate Change, then any unvested restricted stock units would become fully vested at termination of employment.