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*
JP MORGAN PARTNERS 23A SBIC LP

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [ CRZO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2004
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 03/05/2004 S 249,938 D $7 1,515,550 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 (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
Warrants $2.2 (1) 12/15/2007 Common Stock 2,208,151 2,208,151 D
Stock Options (right to purchase) $1.75 12/15/2000 12/15/2009 Common Stock 16,667 16,667 I See Footnote(2)
Stock Options (right to purchase) $5.1719 05/19/2001 05/19/2010 Common Stock 3,333 3,333 I See Footnote(3)
Stock Options (right to purchase) $7.4 05/18/2002 05/17/2011 Common Stock 2,500 2,500 I See Footnote(4)
Stock Options (right to purchase) $5.36 03/27/2003 03/27/2012 Common Stock 10,000 10,000 I See Footnote(5)
Stock Options (right to purchase) $4.78 05/22/2003 05/22/2012 Common Stock 5,000 5,000 I See Footnote(6)
Stock Options (right to purchase) $5.75 05/27/2004 05/26/2013 Common Stock 5,000 5,000 I See Footnote(7)
1. Name and Address of Reporting Person*
JP MORGAN PARTNERS 23A SBIC LP

(Last) (First) (Middle)
C/O J.P. MORGAN PARTNERS LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR

(Street)
NEW YORK NY 10020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
J P MORGAN PARTNERS 23A SBIC MANAGER INC

(Last) (First) (Middle)
C/O JPMORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FL.

(Street)
NEW YORK NY 10021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JP MORGAN CHASE BANK

(Last) (First) (Middle)
1CHASE MANHATTAN PLAZA
40TH FLOOR

(Street)
NEW YORK NY 10081

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
J P MORGAN CHASE & CO

(Last) (First) (Middle)
270 PARK AVE
39TH FL

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These Warrants are immediately exercisable.
2. These stock options were granted to Arnold Chavkin and Christopher Behrens, directors of the Issuer. Messrs. Chavkin and Behrens are Executive Vice President and Managing Director, respectively, of J.P. Morgan Partners (23A SBIC), L.P. ("JPM 23A SBIC") and limited partners of JPMP Master Fund Manager, L.P. ("MF Manager"), the non-managing member of JPM 23A SBIC. Mr. Chavkin ceased to be a director of the Issuer on March 11, 2002. 6,667 of the stock options granted to him are currently exercisable. Mr. Behrens' options became exercisable in three annual installments commencing December 15, 2000. Mr. Chavkin and Mr. Behrens are obligated to transfer any shares issued under uncancelled stock options to JPM 23A SBIC.
3. These stock options each were granted to Arnold Chavkin and Christopher Behrens, directors of the Issuer. Mr. Chavkin ceased to be a director of the Issuer on March 11, 2002. 833 of the stock options granted to him are currently exercisable. Mr. Behrens' options become exercisable in three annual installments commencing May 19, 2001. Mr. Chavkin and Mr. Behrens are obligated to transfer any shares issued under uncancelled stock options to JPM 23A SBIC.
4. These stock options were granted to Christopher Behrens, a director of the Issuer. Mr. Behrens is obligated to transfer any shares issued under his stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing May 18, 2002.
5. These options were granted to Bryan Martin, a director of the Issuer. Mr. Martin is a Managing Director of J.P. Morgan Partners, LLC, the investment advisor to J.P. Morgan Partners (23A SBIC Manager), Inc., the sole managing member of JPM 23A SBIC. Mr. Martin is also a limited partner of MF Manager. Mr. Martin is obligated to transfer any shares issued under his stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing March 27, 2003.
6. 2,500 stock options each were granted to Bryan Martin and Christopher Behrens, directors of the Issuer. These options became exercisable in three annual installments commencing May 22, 2003. Mr. Martin and Mr. Behrens are obligated to transfer any shares issued under the stock options to JPM 23A SBIC.
7. 2,500 stock options each were granted to Bryan Martin and Christopher Behrens, directors of the Issuer. These options become exercisable in three annual installments commencing May 27, 2004. Mr. Martin and Mr. Behrens are obligated to transfer any shares issued under the stock options to JPM 23A SBIC.
Christopher C. Behrens 03/09/2004
** 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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