Exhibit 4.3




 


A M E
N D E D A N D R E S T A T E D P R O S P E C T U S













ENERGY XXI SERVICES, LLC



2008 FAIR MARKET VALUE STOCK PURCHASE PLAN


 


_______________________


 


COMMON STOCK



Par Value $.005 Per Share


 


_______________________


 


This Prospectus,
as amended and restated, relates to shares of common stock, par value $.005 per share (the “Common
Stock”), of Energy XXI Ltd. (formerly known as Energy XXI (Bermuda) Limited), a Bermuda corporation
(the “Company”), that may be purchased by employees, directors and other service providers of Energy
XXI Services, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company
(the “Employer”), or any of its affiliates, pursuant to the Energy XXI Services, LLC 2008 Fair Market
Value Stock Purchase Plan (the “Plan”). For all purposes of the Plan, this Prospectus constitutes the
Plan document.


 


_______________________


 


THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES


AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS


THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES


COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS


PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A


CRIMINAL OFFENSE.


 


 


THIS PROSPECTUS MAY NOT BE USED BY ANY
PERSON IN CONNECTION WITH ANY


RESALES OF THE COMMON STOCK ACQUIRED
UNDER THE PLAN.


 


 


_______________________


 


THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES


THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.


 


 


_______________________


 


 


The date of this Prospectus is December
7, 2015.


  




    


     


    

 


TABLE OF CONTENTS


 


Page


 




	THE COMPANY	1
	 	 
	DESCRIPTION OF THE 2008 FAIR MARKET VALUE STOCK PURCHASE PLAN	1
	 	 
	General	1
	Administration of the Plan	1
	Persons Who May Participate in the Plan	1
	Securities to be Offered	1
	Other Provisions	2
	 	 
	APPLICATION OF SECTION 16(b) OF THE EXCHANGE ACT	2
	 	 
	OTHER RESTRICTIONS ON RESALE	3
	 	 
	FEDERAL TAX CONSEQUENCES	3
	 	 
	AVAILABLE INFORMATION	4
	 	 
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	4


 


 


 





__________________


 


 


 


No person has been
authorized to give any information or to make any representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute
an offer to sell or the solicitation of an offer to buy in any jurisdiction in which or to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder will under any circumstances
imply that information contained in this Prospectus is correct at any time subsequent to the date of this Prospectus.


 




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THE COMPANY


 


 


The
Company is an independent oil and natural gas exploration and production company. The Company’s executive offices and operating
headquarters are located at Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda, and its telephone
number at those offices is (441) 295-2244. 


 


DESCRIPTION OF THE 2008 FAIR MARKET
VALUE STOCK PURCHASE PLAN


 


 


General


 


The Plan is named the
“Energy XXI Services, LLC 2008 Fair Market Value Stock Purchase Plan” and was originally adopted by the board of directors
of the Employer and the Company effective as of July 1, 2008 (the “Effective Date”).


 


The purpose of
the Plan is to promote the interests of the Employer and the Company, as well as employees, directors and other service
providers by providing such individuals with the opportunity to conveniently purchase Common Stock. The Plan allows eligible
employees, directors, and other service providers to purchase from the Company shares of Common Stock that have been
purchased by the Company on the open market or that have been newly issued by the Company. In particular, individuals who
have been granted restricted stock units pursuant to the Company’s 2006 Amended and Restated Long-Term Incentive Plan
(as amended, the “LTIP”) that may be settled in cash may use their cash settlement to purchase shares
of Common Stock which will be issued under the Plan. See “— Securities To Be Offered.”


 


The Plan is not intended
to qualify under the provisions of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).
The Plan is also not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).


 


Administration of the Plan


 


The board of directors
of the Company (the “Board”) has appointed a Committee comprised of Board members (the “Committee”)
to administer the Plan pursuant to the Plan’s terms and all applicable state, federal, and other rules or laws, except in
the event the Board chooses to administer the Plan. Unless otherwise limited by the Plan or Rule 16b-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the Committee has broad discretion to administer the Plan, interpret
its provisions, and adopt policies for implementing the Plan. This discretion includes the power to determine the class of “Eligible
Persons” under the Plan, determine the terms under which Eligible Persons may purchase Common Stock under the Plan, prescribe
and interpret the terms and provisions of any individual agreement between the Company and Eligible Persons that govern the purchase
of Common Stock (the terms of which may vary), and to execute all other responsibilities permitted or required under the Plan.


 


Persons Who May Participate in the
Plan


 


An Eligible Person
shall be either: (a) a holder of a restricted stock unit granted pursuant to the LTIP that provides for settlement in cash, or
(b) any employee, director or consultant of the Employer or the Company or an affiliate thereof designated by the Committee as
an Eligible Person.


 


An Eligible Person
will be eligible to purchase Common Stock solely pursuant to the Plan terms, and will be subject to any limitations imposed by
an appropriate action of the Committee.


 


Securities to be Offered


 


Shares Subject to
the Plan. The maximum aggregate number of shares of Common Stock that may be purchased pursuant to the Plan will not exceed
2,090,000 shares. The Common Stock sold pursuant to the Plan may be newly issued shares, shares held by the Company in treasury,
shares which have been acquired by the Company in the open market, or any combination of the foregoing. There are no fees, commissions
or other charges applicable to a purchase of Common Stock under the Plan.


 






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Purchase of Common Stock


 


With Respect to
Restricted Stock Units.  An Eligible Person who desires to purchase Common Stock with cash received upon the settlement of
restricted stock units granted pursuant to the LTIP may do so by notifying the Company on or prior to the date of vesting of the
restricted stock units pursuant to reasonable procedures established by the Company.


 


The Company shall use
all or a portion of the cash payable to the Eligible Person upon settlement of the restricted stock units (the “Purchase
Consideration”) to purchase Common Stock on behalf of the Eligible Person. The Purchase Consideration will equal the
fair market value of the Common Stock on the vesting date multiplied by the number of shares subject to the restricted stock units
the Eligible Person desires to use to purchase Common Stock, less any applicable statutory income tax withholding and employment
taxes relating to the vesting and settlement of such restricted stock units. The Company will use the Purchase Consideration to
acquire as many whole shares of Common Stock as the Purchase Consideration will purchase at the fair market value of the Common
Stock on the vesting date. No fraction of a share of Common Stock may be purchased pursuant to the Plan, and any portion of the
Purchase Consideration that remains after the whole shares of Common Stock have been acquired will be paid to the Eligible Person
in cash.


 


Other Cash Purchases.
The Committee may also allow an Eligible Person to purchase Common Stock upon the delivery of notice to the Company, pursuant to
reasonable procedures established by the Company, along with cash (including the cash proceeds of restricted stock units) or such
other consideration approved by the Committee. Any such purchase will be made at the fair market value of the Common Stock on the
date specified in such notice (which may be no earlier than the date such notice is received by the Company), provided the notice
was timely received by the Company. In the event the notice is not timely received, the purchase will occur on the first business
day following the Company’s receipt of the notice.


 


Other Provisions


 


Fair Market Value.
The fair market value of the Common Stock will be the value equal to the closing price of a share of Common Stock on any national
or foreign securities exchange or over-the-counter market, if applicable, for the date of determination, or, if no trade is reported
for that date, the closing sales price quoted on such exchange for the most recent trade prior to the determination date. In the
event that shares of Common Stock are not listed or admitted to trading on any exchange, over-the-counter market or any similar
organization as of the determination date, the fair market value shall be determined by the Committee in good faith using fair
application of a reasonable valuation methodology that takes into account all available information material to the value of the
Company.


 


Amendment and Termination.
The Board may at any time and from time to time amend, alter, suspend, discontinue or terminate the Plan or the Committee’s
authority under the Plan.


 


 


 


APPLICATION OF SECTION 16(b) OF THE
EXCHANGE ACT


 


 


Section 16(b) of the
Exchange Act imposes liability on officers and directors of the Company and beneficial owners of 10% or more of a class of equity
securities of the Company with respect to any profit realized on a purchase and sale, or sale and purchase, of any equity security
(including derivative securities such as Options and SARs) of the Company within a period of less than six months. The liability
is owed to the Company and may be enforced by the Company and any Company stockholder suing derivatively for the Company’s
benefit. The Plan is intended to comply with Rule 16b-3 under the Exchange Act, which, together with Rule 16b-6, exempts certain
transactions under the Plan from the short-swing liability provisions of Section 16(b) of the Exchange Act. You should consult
with the Company or legal counsel before determining for yourself whether a transaction you are considering is exempt from short-swing
liability or whether the Plan has in fact been administered in compliance with Rule 16b-3.


 






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OTHER RESTRICTIONS ON RESALE


 


 


Subject to the limitations
of Section 16(b) of the Exchange Act, shares of Common Stock acquired by an officer or director of the Company pursuant to the
Plan may be sold by such officer or director only in accordance with the provisions of Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”), pursuant to an effective registration statement under the Securities Act,
or in transactions that are exempt from registration under the Securities Act. Under Rule 144, an officer or director may sell
Common Stock if the sale meets certain conditions. In general, under Rule 144 an officer or director may sell within any three-month
period a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of Common Stock or the
average weekly trading volume of the Common Stock reported during the four calendar weeks immediately preceding the sale. In addition
to other conditions, the shares of Common Stock must also be sold in unsolicited “brokers’ transactions” within
the meaning of Rule 144 and Section 4(4) of the Securities Act, directly with a “market maker” within the meaning of
Rule 144 and Section 3(a)(38) of the Exchange Act, or in “riskless principal transactions” within the meaning of Rule
144, and in certain circumstances the seller must file a notice of sale with the Securities and Exchange Commission (the “SEC”).
You should consult with the Company or legal counsel before determining for yourself whether a transaction you are considering
complies with the conditions specified in Rule 144 or otherwise satisfies an exemption under the Securities Act.


 


FEDERAL TAX CONSEQUENCES


 


 


The following discussion
is for general information only and is intended to summarize briefly the U.S. federal tax consequences to Eligible Persons arising
from participation in the Plan. This description is based on current law, which is subject to change (possibly retroactively).
The tax treatment of an Eligible Person in the Plan may vary depending on his particular situation and may, therefore, be subject
to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences.
The description below concerning the taxation of restricted stock units and the Company’s corresponding deduction are provided
as additional information to Eligible Persons, although those tax implications are consequences of participation in the LTIP rather
than the Plan. You should consult with your tax advisor concerning the specific tax consequences of participating in the Plan.


 


Settlement of Restricted
Stock Units under the LTIP. In general, an Eligible Person will recognize ordinary compensation income as a result of the cash
settlement of a restricted stock unit in an amount equal to the cash received with respect to the restricted stock unit, including
amounts withheld by the Company to satisfy its tax withholding obligations. The Eligible Person may be subject to withholding for
federal, and generally for state and local, income taxes at the time he or she recognizes income pursuant to the settlement of
the restricted stock unit.


 


Subject to the discussion
below, the Company (or a subsidiary) will be entitled to a deduction for federal income tax purposes that corresponds as to timing
and amount with the compensation income recognized by an Eligible Person under the foregoing discussion.


 


Tax Code Limitations
on Deductibility. In order for the amounts described above to be deductible by the Company (or a subsidiary), such amounts
must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.
The ability of the Company (or a subsidiary) to obtain a deduction for future payments under the LTIP could also be limited by
the golden parachute payment rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments
made in connection with a change in control of an employer-corporation.


 


Finally, the ability
of the Company (or a subsidiary) to obtain a deduction for amounts paid under the LTIP could be limited by Section 162(m) of the
Code, which limits the deductibility, for federal income tax purposes, of compensation paid to certain executive officers of a
publicly traded corporation to $1 million with respect to any such officer during any taxable year of the corporation.


 






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Purchase of Common
Stock. Because the Plan merely provides a convenient opportunity for Eligible Persons to purchase Common Stock at its fair
market value, the initial purchase of Common Stock should not create a taxable event for the Eligible Person. The Eligible Person
will be subject to either short-term or long-term capital gain/loss upon the later sale or disposition of the Common Stock, depending
upon the time period the Eligible Person was the holder of the Common Stock.


 


AVAILABLE INFORMATION


 


 


The Company is subject
to the information requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and other information
with the SEC, which can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at
Room 1580, 100 F Street, N.E., Washington, D.C. 20549. These reports, proxy statements and other information may also be obtained
without charge from the web site that the SEC maintains at http://www.sec.gov.


 


This Prospectus constitutes
a part of a Registration Statement on Form S-8 (together with all amendments thereto, the “Registration Statement”)
that the Company has filed with the SEC under the Securities Act. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to the Company and the Common Stock, reference is made to the Registration Statement and to the
exhibits thereto. Statements contained herein concerning the provisions of certain documents are not necessarily complete, and
in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement or otherwise
filed with the SEC. Each such statement is qualified in its entirety by that reference.


 


INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE


 


 


Except to the extent
that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been
filed by the Company with the SEC and are incorporated by reference into this Prospectus, and will be deemed to be a part hereof:


 


		(a)	The Company’s latest Annual Report on Form 10-K filed with the SEC on September 29, 2015.



 


		(b)	The Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.



 


		(c)	The Company’s Current Reports on Form 8-K filed with the SEC on October 15, 2015, October
21, 2015, November 19, 2015, November 20, 2015 and December 1, 2015.



 


		(d)	All other reports filed by the Company since September 29, 2015, with the SEC pursuant to Section
13(a) or 15(d) of the Exchange Act.



 


		(e)	The description of our common stock contained in our latest Registration Statement on Form S-3
filed with the SEC on October 5, 2015.



 


Except to the extent
that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date
of the filing of such documents. Any statement contained herein or any document incorporated or deemed to be incorporated by reference
herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any statement so modified or superseded will not be deemed to constitute a part of this
Prospectus, except as so modified or superseded.


 


The Company will provide
without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any person,
a copy of any or all of the documents referred to above that have been or may be incorporated by reference into this Prospectus,
other than exhibits to the documents (unless the exhibits are specifically incorporated by reference into the documents). Written
or telephone request for the copies should be directed to Corporate Secretary, Energy XXI Ltd., Canon’s Court,
22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda  (Telephone: (441) 295-2244).


 






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