SEC Form 4 · accession 0001104659-18-062692
Energy XXI Gulf Coast, Inc. · EGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott M Heck
Officer — Chief Operating Officer
Period of report
Oct 18, 2018
Accepted (ET)
Oct 18, 2018 · 12:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404973
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Oct 18, 2018 | M | 9,886 | — | A | 19,334 | D | |
| Common StockF3 | Oct 18, 2018 | M | 7,936 | — | A | 27,270 | D | |
| Common StockF3 | Oct 18, 2018 | M | 150,000 | — | A | 177,270 | D | |
| Common StockF1,F3 | Oct 18, 2018 | D | 177,270 | $9.10 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | — | Oct 18, 2018 | A | 75,000 | A | — | — | Common Stock | 75,000 | 150,000 | D |
| Restricted Stock UnitsF3,F2 | — | Oct 18, 2018 | M | 9,886 | D | — | — | Common Stock | 9,886 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Oct 18, 2018 | M | 7,936 | D | — | — | Common Stock | 7,936 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Oct 18, 2018 | M | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1In connection with the merger between the Issuer and an indirectly wholly owned subsidiary of MLCJR LLC (the "Merger"), each share of common stock, par value $0.01 per share, of the Issuer ("Common Stock") was converted into the right to receive $9.10 in cash (the "Merger Consideration").
- F2Each restricted stock unit represents the contingent right to receive one share of Common Stock.
- F3Immediately prior to the effective time of the Merger, the vesting of each outstanding restricted stock unit ("RSU") was accelerated (if not already vested), with any performance condition deemed achieved at the target, and each RSU was cancelled and converted into the right to receive the Merger Consideration, multiplied by the number of shares of Common Stock subject to that RSU.