SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* KARLIN ASSET MANAGEMENT, INC. (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/17/2019	3. Issuer Name and Ticker or Trading Symbol CONTANGO OIL & GAS CO [ MCF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,387,500	I	See Footnotes(1)(3)
Common Stock	8,421,052	I	See Footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KARLIN ASSET MANAGEMENT, INC. (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (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* Karlin Energy, LLC (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 LOS ANGELES (Street) 90025 (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* Karlin Holdings Limited Partnership (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (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* Gracie Investing, LLC (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (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* Gary Karlin Michelson MD Living Trust dated 10/1/1993 (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (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* Michelson Gary Karlin (Last) (First) (Middle) 11755 WILSHIRE BLVD., SUITE 1400 (Street) LOS ANGELES CA 90025 (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. Securities held directly by Karlin Energy, LLC ("Karlin Energy").

2. Securities held directly by Gracie Investing, LLC ("Gracie", and together with Karlin Energy, the "Funds").

3. The Funds are managed by Karlin Asset Management, Inc. ("Karlin Asset Management"), which is the general partner of Karlin Holdings Limited Partnership (which is the sole member of the Funds) and owned by Gary Karlin Michelson MD Living Trust dated 10/1/1993, whose trustee is Gary Karlin Michelson, who is Director of Karlin Asset Management. Each reporting person other than Karlin Energy and Gracie disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and the filing of this report shall not be construed as an admission that any reporting person other than Karlin Energy or Gracie is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

	KARLIN ASSET MANAGEMENT, INC., Name: /s/ David A. Cohen, Title: CEO	09/26/2019
	KARLIN HOLDINGS LIMITED PARTNERSHIP, By: Karlin Asset Management, Inc., its General Partner, Name: /s/ David A. Cohen, Title: CEO	09/26/2019
	KARLIN ENERGY, LLC, By: Karlin Asset Management, Inc., its Manager, Name: /s/ David A. Cohen, Title: CEO	09/26/2019
	GRACIE INVESTING, LLC, By: Karlin Asset Management, Inc., its Manager, Name: /s/ David A. Cohen, Title: CEO	09/26/2019
	GARY KARLIN MICHELSON MD LIVING TRUST DATED 10/1/1993, Name: /s/ Gary Karlin Michelson, Title: Trustee	09/26/2019
	GARY KARLIN MICHELSON, Name: /s/ Gary Karlin Michelson	09/26/2019
	** 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 5 (b)(v).
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