| 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
CONTANGO OIL & GAS CO [ MCF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2010 | ||||||||||||||||||||||||||
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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 Stock | 05/21/2010 | S | 22,225 | D | $50 | 128,480 | D | |||
| Common Stock | 05/24/2010 | S | 22,540 | D | $49.3 | 105,940 | 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 | ||||||||
| Forward Sale Contract (Obligation to Sell) | (1)(2) | 05/21/2010 | J(1)(2) | 25,000 | 05/21/2010 | 05/21/2010 | Common Stock | 22,225 | (1)(2) | 75,000 | D | ||||
| Forward Sale Contract (Obligation to Sell) | (1)(2) | 05/24/2010 | J(1)(2) | 25,000 | 05/24/2010 | 05/24/2010 | Common Stock | 22,540 | (1)(2) | 50,000 | D | ||||
| Explanation of Responses: |
| 1. On May 19, 2009, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 100,000 shares of MCF common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of MCF common stock at that time) on the maturity date of the contract (May 21, 24, 25, 26, 2010). In exchange for assuming this obligation, the reporting person received a cash payment of $3,875,081.26 as of the date of entering into the contract. The reporting person pledged 100,000 shares of MCF common stock (the "Pledged Shares") to secure his obligation under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of MCF common stock to be delivered to the buyer on the maturity date is to be determined as explained in Footnote 2. |
| 2. The number of shares of MCF common stock to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the average of the closing price of MCF common stock on the 20 days immediately preceeding the maturity date (the "Settlement Price") is less than or equal to $44.45 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (b) if the Settlement Price is between the Initial Price and $57.78 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of MCF common stock having a value (based on the then market price) equal to $4,444,920; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will retain a number of shares of MCF common stock having a value (based on the then market price) equal to $1,333,480, and will deliver to the buyer the balance of the 100,000 shares of MCF common stock. |
| Sergio Castro, Attorney-in-Fact for Charles M. Reimer | 05/25/2010 | |
| ** 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. | ||