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*
MALLOY PATRICK E

(Last) (First) (Middle)
BAY STREET AT THE WATERFRONT

(Street)
SAG HARBOR NJ 11963

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GOODRICH PETROLEUM CORP [ GDP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2013
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)
Code V Amount (A) or (D) Price
Common Stock 12/09/2013 M 10,522 (2) A (1) 5,161,926 D
Common Stock 12/11/2013 S 5,000 (6) D $16.2228 5,156,926 D
Common Stock 177,750 I Katherine C. Malloy
Common Stock 177,750 I Maggie Malloy
Depositary Shares (3) 40,000 D
Depositary Shares (4) 40,000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (1) 12/09/2013 M 10,522 (2) 12/09/2013 12/09/2013 Common Stock 10,522 $0 0 D
5.375% Series B Convertible Preferred Stock (5) (5) (5) Common Stock 111,781 70,100 D
Explanation of Responses:
1. Each share of phantom stock is the economic equivalent of one share of GDP common stock.
2. On December 9, 2013, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 9, 2010.
3. Depositary shares each representing a 1/1000th interest in a share of 10.00% Series C Cumulative Preferred Stock.
4. Depositary shares each representing a 1/1000th interest in a share of 9.75% Series D Cumulative Preferred Stock.
5. The Series B Convertible Preferred Stock has no expiration date and is convertible at any time into common stock at a rate of 1.5946 per share.
6. Shares sold to cover federal tax obligations associated with the phantom stock vesting detailed in Table II.
Remarks:
Michael J. Killelea 12/11/2013
** 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).
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