SEC FORM 4

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^*

TRUST CO OF THE WEST

(Last)

(First)

(Middle)

865 S. FIGUEROA ST.

(Street)

LOS ANGELES, CA 90017

90017

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2004		M		187,028	A	$2	3,202,419	D⁽¹⁾
Common Stock	02/03/2004		M		138,539	A	$2	3,202,419	D⁽¹⁾
Common Stock	02/02/2004		M		1,000,000	A	⁽²⁾	3,202,419	D⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common Stock	$2	02/03/2004		M			250,000	08/24/2000	08/24/2005	Common Stock	250,000	⁽³⁾	25,000⁽⁴⁾	D⁽¹⁾
Warrants to Purchase Common Stock	$2	02/03/2004		M			185,185	12/29/1999	12/29/2004	Common Stock	185,185	⁽⁵⁾	25,000⁽⁴⁾	D⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	02/02/2004		M			2,500	08/24/2000	⁽⁶⁾	Common Stock	1,000,000	⁽²⁾	25,000⁽⁴⁾	D⁽¹⁾

Explanation of Responses:

1. Trust Company of the West holds its securities in Contango in its capacities as Investment Manager pursuant to the Investment Management Agreement, dated as of June 6, 1988, between General Mills, Inc. and Trust Company of the West and as Custodian pursuant to the Custody Agreement, dated as of February 6, 1989, among General Mills, Inc., Trust Company of the West and State Street Bank and Trust Company, as Trustee. Trust Company of the West disclaims beneficial ownership of the shares of the Contango's common stock reported herein.

2. Trust Company of the West initially purchased the shares of Series A Convertible Preferred Stock (which were converted into these 1,000,000 shares of common stock) pursuant to that certain Securities Purchase Agreement dated as of August 24, 2000 between Trust Company of the West and Contango for an aggregate purchase price of $2,500,000.

3. Warrants were acquired for no additional consideration pursuant to the Securities Purchase Agreement dated August 24, 2000 in connection with the purchase of certain other securities.

4. Trust Company of the West beneficially owns certain options to purchase an aggregate of 25,000 shares of Contango's common stock.

5. Warrants were acquired for no additional consideration pursuant to the Securities Purchase Agreement dated December 29, 1999 in connection with the purchase of certain other securities.

6. The Series A Convertible Preferred Stock did not have an expiration date.

	/s/ Lazarus N. Sun, Authorized Signatory	02/23/2004
	** 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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