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) 10/01/2013 | ||||||||||||||||||||||||||
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 | 10/01/2013 | A | 75,740 | A | (1) | 75,740 | D |
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 | ||||||||
Employee Stock Option (right to buy) | $60.33 | 10/01/2013 | A | 41,439 | (2) | 02/17/2021 | Common Stock | 41,439 | (2) | 41,439 | D | ||||
Employee Stock Option (right to buy) | $60.33 | 10/01/2013 | A | 14,504 | (2) | 06/16/2021 | Common Stock | 14,504 | (2) | 55,943 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2013, among Contango Oil & Gas Company ("Contango"), Contango Acquisition, Inc. ("Merger Sub") and Crimson Exploration Inc. ("Crimson"), Merger Sub merged with and into Crimson (the "Merger"), with Crimson surviving the Merger and continuing as a wholly-owned subsidiary of Contango. Upon the October 1, 2013 closing of the Merger, each share of Crimson common stock was cancelled and converted into the right to receive .08288 shares of Contango common stock. |
2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2013, among Contango Oil & Gas Company ("Contango"), Contango Acquisition, Inc. ("Merger Sub") and Crimson Exploration Inc. ("Crimson"), Merger Sub merged with and into Crimson (the "Merger"), with Crimson surviving the Merger and continuing as a wholly-owned subsidiary of Contango. Upon the October 1, 2013 closing of the Merger , each option was cancelled and converted into a fully vested option to purchase .08288 shares of Contango common stock at a price equal to the prior exercise price divided by .08288. |
Remarks: |
This Form 4 has been signed by John A. Thomas, Secretary of Contango Oil & Gas Company, on behalf of Mr. Keel, pursuant to an instrument of Power of Attorney, dated October 1, 2013. The authority granted pursuant to such instrument is to remain in effect until rescinded in writing by Mr. Keel. |
/s/ John A. Thomas | 10/10/2013 | |
** 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. |