X0306 4 2013-12-10 0 0000943861 GOODRICH PETROLEUM CORP GDP 0001007813 GOODRICH WALTER G C/O GOODRICH PETROLEUM CO 801 LOUISIANA, SUITE 700 HOUSTON TX 77002 1 1 0 0 Vice Chairman and CEO Phantom Stock 2013-12-10 4 A 0 71672 0 A Common Stock 71672 71672 D Each share of phantom stock is the economic equivalent of one share of GDP common stock. The phantom stock was awarded in consideration of the company's total shareholder return as compared to the performance of an E&P equity index. The phantom stock vests in increments of one-third beginning December 11, 2013 for each of the next three years. Thus the reporting person will receive 23,891 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on each of December 11, 2014 and 2015, and 23,890 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on December 11, 2016 as long as the reporting person remains affiliated with the company. Walter G. Goodrich 2014-01-09