Sec Form 4 Filing - Ayoade Sakiru Adefemi (Femi) @ Erin Energy Corp. - 2017-05-18

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 Ayoade Sakiru Adefemi (Femi) 2. Issuer Name and Ticker or Trading Symbol Erin Energy Corp. [ ERN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1330 POST OAK BLVD., SUITE 2250 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2017 (Street) HOUSTON, TX77056 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 05/18/2017 A 29,166 A $ 0 ( 1 ) 29,166 ( 2 ) D

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 Incentive Stock Option (Right to Buy) ( 3 ) $ 1.8 ( 3 ) 05/22/2022 Common Stock 133,33 3 133,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ayoade Sakiru Adefemi (Femi) 1330 POST OAK BLVD., SUITE 2250 HOUSTON, TX77056 X Chief Executive Officer Signatures Jean-Michele Malek 05/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Price per share is $0. The grant was valued at $1.80 per share. ( 2 )Common stock of Issuer granted to Reporting Person pursuant to Issuer's 2009 Equity Incentive Plan and subject thereto. Grant of restricted stock subject to forfeiture. 100% of the shares become vested and nonforfeitable on the twelve (12)month anniversary of May 18, 2017 (the "Vesting Commencement Date"), subject to recipient's continued service as a member of the Company's Board of Directors and subject to the terms and conditions of a Restricted Stock Purchase Agreement to be entered into by and between the Company and Grantee. ( 3 )Option to purchase common stock of Issuer granted to Reporting Person pursuant to Issuer's 2009 Equity Incentive Plan and subject thereto. The option vests at the rate of one-third of the total shares on May 18, 2018 (44,444), May 18, 2019 (44,444), and May 18, 2020 (44,445).

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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