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

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thompson Beau M.

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, GC and Secretary

(Last)          (First)          (Middle)

C/O HERCULES OFFSHORE, INC.,  9 GREENWAY PLAZA, SUITE 2200

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

HOUSTON, TX 77046

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Old Common Stock   (1) 11/6/2015     J   (1) 52470   D   (1) 0   D    
Common Stock   (2) 11/6/2015     J   (2) 194758   D $0   0   D    
New Common Stock   (1) 11/6/2015     J   (1) 194   A   (1) 194   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(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
Warrants expiring 2021   $70.5   11/6/2015     J   (1) 1574       11/6/2015     (1) New Common Stock   1574     (1) 1574   D    

Explanation of Responses:
( 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.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thompson Beau M.
C/O HERCULES OFFSHORE, INC.
9 GREENWAY PLAZA, SUITE 2200
HOUSTON, TX 77046

SVP, GC and Secretary

Signatures
/s/ Beau Thompson 1/29/2016
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.