SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOFF JOHN C

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONTANGO OIL & GAS CO [ MCF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 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 10,144,020 I See footnotes(1)(2)
Common Stock 8,632,710 I See footnotes(3)
Common Stock 12,067,617 I See footnotes(4)
Common Stock 3,571,786 D(5)
Common Stock 3,026,664 I See footnotes(6)
Common Stock 372,890 I See footnotes(7)
Common Stock 04/20/2021 A 3,600 A $0.00(8) 76,277 D(8)
Common Stock 3,038,705 I See footnotes(9)
Common Stock 4,768,317 I See footnotes(10)
Common Stock 2,445,290 I See footnotes(11)(12)
Common Stock 261,957 I See footnotes(13)
Common Stock 71,750 D(14)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
GOFF JOHN C

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff MCF Partners, LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Capital, Inc.

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Family Investments, LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JCG 2016 Holdings, LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kulik Partners, LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff MCEP Holdings, LLC

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff MCEP II LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Focused Energy Strategies LP

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goff Family Foundation

(Last) (First) (Middle)
500 COMMERCE STREET
SUITE 700

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Contango Oil & Gas Co. (the "Issuer") common stock ("Common Stock") is held directly by Goff MCF Partners, LP ("Goff MCF"). GFS Contango GP, LLC ("GFS Contango") is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC ("GFS Management") is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC ("GFS") is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC ("GFT") is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The John C. Goff 2010 Family Trust (the "Trust") is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and,
2. (Continued from footnote 1) as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCF, except to the extent of his pecuniary interest therein.
3. The Common Stock is held directly by JCG 2016 Holdings, LP ("JCG Holdings"). JCG 2016 Management, LLC ("JCG Management") is the general partner of JCG Holdings and, as such, it may be deemed to beneficially own the securities held by JCG Holdings. The Trust is the controlling equity holder of JCG Management and, as such, it may be deemed to beneficially own the securities held by JCG Management. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by the JCG Holdings, except to the extent of his pecuniary interest therein.
4. The Common Stock is held directly by the Trust. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by the Trust, except to the extent of his pecuniary interest therein.
5. The Common Stock is held in an IRA account for the benefit of John C. Goff.
6. The Common Stock is held directly by Goff Family Investments, LP ("Goff Investments"). Goff Capital, Inc. ("Goff Capital") is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the securities held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Investments, except to the extent of his pecuniary interest therein.
7. The Common Stock is held directly by Kulik Partners, LP ("Kulik Partners"). Kulik GP, LLC ("Kulik GP") is the general partner of Kulik Partners and, as such, may be deemed to beneficially own the securities held by Kulik Partners. John C. Goff is the manager of Kulik GP, and, as such, he may be deemed to beneficially own the securities held by Kulik GP. Mr. Goff disclaims beneficial ownership of the Common Stock held by Kulik Partners, except to the extent of his pecuniary interest therein.
8. The Common Stock is directly held by John C. Goff. The grant of Common Stock to John C. Goff on April 20, 2021 was authorized by the Contango Board for first quarter 2021 board fees in lieu of cash compensation pursuant to the Contango Director Compensation Plan.
9. The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP and, as such, may be deemed to beneficially own the securities held by Goff MCEP. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCEP, except to the extent of his pecuniary interest therein.
10. The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II and, as such, it may be deemed to beneficially own the Common Stock held by MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Stock held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by MCEP II, except to the extent of his pecuniary interest therein.
11. The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Stock held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Stock held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS.
12. (Continued from footnote 11) The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Energy, except to the extent of his pecuniary interest therein.
13. The Common Stock is held directly by the Goff Family Foundation ("Family Foundation"). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Common Stock held by the Family Foundation
14. The Common Stock is held directly by Travis Goff.
Remarks:
This Form 4 has been signed by E. Joseph Grady, Assistant Secretary of Contango Oil & Gas Company, on behalf of Mr. Goff. Form 1 of 2
/s/ E. Joseph Grady 04/21/2021
** 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).
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