Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Carson Troy L
 2. Issuer Name and Ticker or Trading Symbol
HERCULES OFFSHORE, INC. [HERO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Financial Officer
(Last)
(First)
(Middle)

9 GREENWAY PLAZA, SUITE 2200		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


HOUSTON, TX 77046		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Old Common Stock (1) 11/06/2015   J(1) 100,760 D $ (1) 0 D  
Common Stock (2) 11/06/2015   J(2) 436,128 D $ 0 0 D  
New Common Stock (1) 11/06/2015   J(1) 374 A $ (1) 374 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 25.64 11/06/2015   J(1)   5,100   (3) 02/14/2018 Old Common Stock
5,100
(1) 0
D
 
Stock Option (Right to Buy) $ 1.65 11/06/2015   J(1)   40,000   (3) 02/25/2019 Old Common Stock
40,000
(1) 0
D
 
Stock Option (Right to Buy) $ 3.89 11/06/2015   J(1)   60,000   (3) 02/24/2020 Old Common Stock
60,000
(1) 0
D
 
Stock Option (Right to Buy) $ 3.09 11/06/2015   J(1)   75,000   (3) 05/07/2020 Old Common Stock
75,000
(1) 0
D
 
Warrants expiring 2021 $ 70.5 11/06/2015   J(1) 3,023   11/06/2015   (1) New Common Stock
3,023
(1) 3,023
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carson Troy L
9 GREENWAY PLAZA, SUITE 2200
HOUSTON, TX 77046		       SVP & Chief Financial Officer  

Signatures

Beau Thompson, attorney-in-fact 01/29/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to the Issuer's Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware, and became effective on November 6, 2015 (the "Plan"), all equity interests in the Issuer outstanding prior to effectiveness were cancelled, and for each share of common stock, par value $0.01 per share, issued and outstanding prior to the effectiveness of the Plan (the "Old Common Stock") (a) .00372120 share of new common stock, par value $0.01 per share (the "New Common Stock") and (b) .03000969 warrant exercisable at a price of $70.50 per share (the "Warrants") were issued. The Warrants are exercisable until November 8, 2021 unless they earlier expire in accordance with their terms. No fractional shares of New Common Stock or Warrants were issued.
(2) Restricted stock cancelled pursuant to the Plan.
(3) The stock options became exercisable in three equal amounts on each of the first three anniversaries of the date of grant.
 
Remarks:
This report is being filed to report the cancellation of the reporting person's Old Common Stock (and other derivative securities), and the issuance to the reporting person of shares of New Common Stock and Warrants (all as defined in the footnotes below).  Each of the transactions reported on this report is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-7 thereunder.

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