SEC Form 4 · accession 0001404973-17-000006
Energy XXI Gulf Coast, Inc. · EGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas E Brooks
Officer — President, CEO · Director
Period of report
Apr 17, 2017
Accepted (ET)
Apr 19, 2017 · 4:38 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F2,F3 | $28.35 | Apr 17, 2017 | A | 172,686 | A | — | Apr 17, 2027 | Common Stock | 172,686 | 172,686 | D |
| Restricted Stock UnitsF1,F4,F5,F3 | — | Apr 17, 2017 | A | 61,728 | A | — | — | Common Stock | 61,728 | 61,728 | D |
| Restricted Stock UnitsF1,F4,F6,F3 | — | Apr 17, 2017 | A | 49,382 | A | — | — | Common Stock | 49,382 | 49,382 | D |
Explanation of responses
- F1The restricted stock units and the options were awarded to Mr. Brooks under the 2016 Long Term Incentive Plan (the "2016 LTIP") of Energy XXI Gulf Coast, Inc. (the "Company"). Each restricted stock unit and option represents a right to receive or acquire (as applicable) one share of common stock, par value $0.01 per share, of the Company ("Common Stock").
- F2Each option represents a contingent right to purchase one share of Common Stock at an exercise price of $28.35 per share. The options vest and become exercisable in three substantially equal installments on each of the first three anniversaries of the April 17, 2017 grant date, provided that Mr. Brooks 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 Mr. Brooks 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 Mr. Brooks's Employment Agreement), and (ii) Mr. Brooks's employment terminates as a result of that transaction on or before the 90th day after the corporate change, then any unvested stock options would become fully vested at termination of employment.
- F3If a Change of Control (as defined in the 2016 LTIP) occurs while Mr. Brooks is still employed by the Company, then any unvested restricted stock units or stock options described in this Form 4 will immediately become fully vested and will be subject to the terms of the 2016 LTIP.
- F4Each restricted stock unit represents the contingent right to receive one share of Common Stock.
- F5These restricted stock units will vest in three substantially equal installments on each of the first three anniversaries of the April 17, 2017 grant date, provided that Mr. Brooks 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 Mr. Brooks 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 Mr. Brooks's Employment Agreement), and (ii) Mr. Brooks'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.
- F6These restricted stock units will vest 50% on December 29, 2017 and 50% on December 31, 2018, provided that Mr. Brooks remains continuously employed by the Company on the applicable vesting date, except that if Mr. Brooks is terminated by the Company without cause or if Mr. Brooks resigns for good reason, any unvested portion of these restricted stock units would become fully vested at termination of employment.