| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [ CRZO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares, par value $.01 per share | 03/05/2004 | X | 69,199 | A | $2.2 | 0(1)(2) | D | |||
| Common Shares, par value $.01 per share | 03/05/2004 | S | 20,064 | D | $7.59 | 0(1)(2) | D | |||
| Common Shares, par value $.01 per share | 03/05/2004 | S | 80,417 | D | $6.58 | 0(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 to purchase Common Stock | $2.2 | 03/05/2004 | 03/05/2004 | X | 69,199 | 12/15/1999 | 12/15/2007 | Common Stock | 69,199 | $2.2 | 206,820(1)(2) | D | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement on Form 4 is being filed by Mellon Ventures, L.P., a Delaware limited partnership ("Mellon Ventures"), MVMA, L.P., a Delaware limited partnership, and MVMA, Inc., a Delaware corporation. MVMA, L.P., is the general partner of Mellon Ventures and holds a 1% equity interest in Mellon Ventures. Its principal business is to act as general partner of Mellon Ventures. MVMA, Inc. is the general partner of MVMA, L.P. and holds a 1% equity interest in MVMA, L.P. Its principal business is to act as general partner of MVMA, L.P. Mellon Bank, N.A., is the majority limited partner of Mellon Ventures. Mellon Financial Corporation is the sole stockholder of Mellon Bank, N.A. |
| 2. On March 5, 2004, Mellon Ventures exercised warrants to purchase Common Stock on a cashless "net exercise" basis. This method of exercise allows the holder of the warrants to receive shares of common stock equal to the "in the money" value of the warrant without the requirement for the payment of any cash exercise price. Mellon Ventures delivered 20,064 shares underlying its warrants to the Company in lieu of paying the cash exercise price thereon. |
| Remarks: |
| Mellon Ventures may be deemed to be a member of a Section 13(d) group that beneficially owns more than 10% of the issuer's outstanding Common Stock. Mellon Ventures disclaims beneficial ownership of all securities other than those reported above, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or for any other purpose. |
| Ronald J. Coombs CFO/Director, Mellon Ventures, L.P., by MVMA, L.P., its general partner, by MVMA Inc., its general partner | 03/08/2004 | |
| Ronald J. Coombs CFO/Director, MVMA, L.P., by MVMA, Inc., its general partner | 03/08/2004 | |
| Ronald J. Coombs CFO/Director, MVMA, INC. | 03/08/2004 | |
| ** 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). | ||
| 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 Number. | ||