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Filing Details

Accession Number:: 0001085146-18-002410
Form Type:: 13D Filing
Publication Date:: 2018-10-26 13:09:17

Filed By:: Oxford Asset Management Llp
Company:: Energy Xxi Gulf Coast Inc.
Filing Date:: 2018-10-26
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
OxFORD ASSET MANAGEMENT LLP	0	0	0	0	0	0.0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ENERGY XXI GULF COAST, INC.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

29276K101

(CUSIP Number)

Mr. Chris Bell
OxAM House
6 George Street
Oxford
United Kingdom
OX1 2BW
+44 1865 248 248

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Instructions).

CUSIP No.: 29276K101

ITEM 1.	SECURITY AND ISSUER:
	This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the common stock, par value $0.01 per share (the “Shares”), of Energy XXI Gulf Coast, INC. (the “Issuer”), whose principal executive offices are located at 1021 Main, Suite 2626, Houston, Texas.
ITEM 2.	IDENTITY AND BACKGROUND:
	(a-c,f) This Schedule 13D is filed on behalf of OxFORD Asset Management LLP (“OxFORD” or the “Reporting Person”). This Schedule 13D relates to Shares held for the account of OxAM Quant Fund Limited, a Cayman Islands exempted company (“OxAM”). OxAM has in place an Investment Advisory Agreement with OxFORD, pursuant to which Oxford serves as the investment adviser to OxAM. In such capacity, OxFORD may be deemed to exercise the voting and dispositive power over the Shares held for the account of OxAM. The address of the principal business office of OxFORD is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW. OxFORD is a limited liability partnership incorporated in England and Wales. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
	The funds used for the purchase of the Shares reported herein by the Reporting Person were working capital or margin account borrowings of OxAM made in the ordinary course of business of OxAM. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $18,431,000, including commissions, was paid to acquire the Shares referred to herein.
ITEM 4.	PURPOSE OF TRANSACTION:
	The Reporting Person acquired the Shares for investment purposes and in the ordinary course of OxAM’s business, pursuant to investment strategies, because OxFORD, as investment adviser, believed that the Shares, when purchased, represented an attractive investment opportunity. The investment opportunity arose pursuant to an agreement and plan of merger, dated as of June 18, 2018 as amended, among the Issuer, MLCJR LLC, a Texas limited liability company (“Cox”), and YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Cox (“Merger Sub”), which provided for the acquisition of EGC by Cox. Pursuant to the terms of the merger agreement, Merger Sub merged with and into EGC, with EGC surviving as an indirect wholly owned subsidiary of Cox (the “merger”). On October 18, 2018, the Merger was completed. As a result, as reported in the Form 8-K filed by the Issuer on October 18, 2018, each Share converted into the right to receive $9.10 in cash, without interest, less any applicable withholding taxes, and the Issuer has filed form 25 to delist it Shares from Nasdaq. Accordingly, subsequent to the Closing of the Merger, the Shares reported herein by the Reporting Person converted into the right to receive cash, and the Reporting Person exercised this right. Except as set forth above, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER:
	(a) As of October 18, 2018, OxFORD may be deemed to be the beneficial owner of 2,081,177 Shares held for the account of OxAM, which equates to approximately 6.2% of the total number of Shares outstanding. Subsequent to the Closing of the Merger, OxFORD may be deemed to be the beneficial owner of 0 Shares held for the account of OxAM, which equates to 0.0% of the total number of Shares outstanding. The percentages noted herein are based on 33,396,563 Shares reported as outstanding as of August 3, 2018, in the Issuer’s quarterly report on Form 10-Q, dated June 30, 2018. (b) The beneficial ownership figures reported in Item 5(a) reflects the Reporting Person's sole power to vote or to direct the vote the Shares and sole power to dispose or to direct the disposition of the Shares. (c) The trading dates, number of Shares acquired and disposed of, the price per share and how the transactions were effected for all transactions in the Shares by the Reporting Person within the past sixty days are set forth in Exhibit A. (d) N/A (e) Subsequent to the Closing of the Merger, the Reporting Person ceased to be beneficial owner of more than five percent of the Shares.
ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
	N/A
ITEM 7.	MATERIALS TO BE FILES AS EXHIBITS:
	Exhibit A: Schedule of Transactions, in response to Item 5(c)