Sec Form 4 Filing - KROHN TRACY W @ W&T OFFSHORE INC - 2016-09-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KROHN TRACY W 2. Issuer Name and Ticker or Trading Symbol W&T OFFSHORE INC [ WTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) NINE GREENWAY PLAZA, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2016 (Street) HOUSTON, TX77046 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/07/2016 P 1,412,660 A 41,461,824 I By the Tracy William Krohn Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KROHN TRACY W NINE GREENWAY PLAZA, SU ITE 300 HOUSTON, TX77046 X X Chairman & CEO Signatures /s/ By Thomas F. Getten, attorney-in-fact for Tracy W. Krohn 09/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is the primary beneficiary of the Tracy William Krohn Living Trust (the "Trust"), which was created by the reporting person as grantor of the Trust. The reporting person also serves as the trustee of the Trust. On September 7, 2016, the Trust exchanged $16,600,000 aggregate principal amount of the Issuer's 8.500% Senior Notes due 2019 pursuant to an Issuer exchange offer for (i) 1,412,660 shares of common stock of the Issuer, (ii) $3,734,000 aggregate principal amount of the Issuer's 9.00% / 10.75% Senior Second Lien PIK Toggle Notes due 2020 and (iii) $3,320,000 aggregate principal amount of the Issuer's 8.50% / 10.00% Senior Third Lien PIK Toggle Notes due 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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